Company meeting | Features | Minutes | Proxies

A company meeting refers to the gathering of members of the company for discussion on company issues. Meetings are held to transact business which are of a routine nature or of special significance.

Features of company meetings

1. A proper notice should be given for convening the meeting.

2. Two or more members of the company must be present at the meeting.

3. There must be a transaction of some lawful business.

4. The meeting must be held at the place, date and time mentioned in the notice convening the meeting.

5. The provisions of the Companies Act regarding the conduct of the meeting should be followed.

Significance of company meetings

Meetings are held to discuss and decide on important issues, frame policies, appoint functionaries etc., Meetings may be of shareholders, directors, creditors, debenture holders etc.

Chairman of meeting

For proper conduct of a meeting, a chairman is necessary. Members personally present at the meeting can elect one among themselves to be the chairman of the meeting. The election can be done through show of hands. If a poll is demanded, it has to be taken immediately. The Articles may provide some other method for electing the chairman.

Duties of the chairman

1. He must act in the interest of the company.
2. He must ensure that the meeting is properly convened and constituted.
3. He must ensure that the meeting is properly conducted.
4. He must preserve order in the meeting.
5. He must allow the majority of shareholders adequate time for discussion.
6. He must use his casting vote in the interests of the company.

Minutes of meeting

Minutes represent the record of the proceedings of a meeting. Every company must keep a record of its Statutory meeting, AGM, EGM, Meetings of the board of directors and every committee of the Board.

The proceedings of the meeting (minutes) are recorded in the minutes book. This should be done within 30 days of the conclusion of every meeting. Each page of the minutes book must be consecutively numbered.

The minutes should contain a true and fair summary of what happened in the meeting. The objective of maintaining a minutes book is to provide a clear idea of what happened in a meeting to shareholders who were not able to attend a
particular meeting.

The chairman of a meeting can choose to exclude from the minutes book any matter which is irrelevant, defamatory or detrimental to the interest of the company.

The chairman of a meeting can choose to exclude from the minutes book any matter which is irrelevant, defamatory or detrimental to the interest of the company.

Proxies in Company Meeting

A proxy represents a member in a meeting. When a member is not able to attend a meeting, he can appoint a proxy to attend the meeting. A proxy can only attend the meeting and he cannot speak in the meeting.

Unless the Articles otherwise provide:

1. A proxy can vote only on a poll.
2. A member of a private company cannot appoint more than one proxy to attend the same meeting.
3. A member of a company not having share capital cannot appoint a proxy.

The instrument appointing a proxy must be in writing. It should be signed by the member or his attorney and should be deposited with the company at least 48 hours before the meeting.

A proxy is revocable. It can be revoked at any time before the member has voted. If a member who had appointed a proxy, personally attends and votes at a meeting, the proxy is automatically revoked.

Every notice calling for a meeting of a company having share capital should clearly mention that a member entitled to attend and vote at the meeting can appoint a proxy. The proxy need not be a member of the company.