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Answer in Brief · Q3

Q.What is meant by a 'meeting' in company law? State any four essentials of a valid meeting.

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Meaning of a meeting: A meeting, in the company law sense, is a lawfully convened gathering of two or more persons, called by a person or body with proper authority, held on a previously fixed date and at a fixed place, for a previously notified agenda, at which company business is discussed and decided collectively through resolutions. A gathering that lacks these characteristics — for instance, an informal, undefined conversation among shareholders — is not a 'meeting' in the legal sense, even if company matters happen to come up in discussion.

Four essentials of a valid meeting, explained:

  1. Proper authority to convene — the meeting must be called by a person or body legally entitled to do so, such as the Board of Directors calling a general meeting, or requisitionist members calling an EGM under Section 100. A meeting convened without such authority is not valid however well-attended it may be.
  2. Proper notice — every member entitled to attend must receive notice, ordinarily not less than clear 21 days before the meeting, stating the day, date, time, place and business to be transacted (Section 101). Improper or inadequate notice can make the meeting's resolutions challengeable.
  3. Quorum — the minimum number of members prescribed under Section 103 (or by the Articles, if higher) must be personally present before business can validly be transacted; if quorum is absent, the meeting is dissolved or adjourned rather than proceeding.
  4. Chairman — the meeting must be presided over by a chairman, who conducts proceedings, ensures the agenda is followed in order, and decides procedural questions arising during the meeting.

(Two further essentials — a clear agenda, and properly maintained minutes under Section 118 — are equally required for full validity, and a student may cite either pair depending on which four the question calls for.)

✓Final answer

A meeting is a lawfully convened gathering of two or more persons, held according to a previously fixed notice and agenda, at which company business is discussed and decided collectively. Four essentials: (1) proper authority to convene, (2) proper notice, (3) quorum, and (4) a chairman presiding over the meeting.

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