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Microlesson · 5-min read

Meaning, Kinds & Requisites of a Valid Meeting

# Meetings — Concept, Kinds & Requisites

## Meaning of a Meeting

> A meeting is the getting together of a number of persons transacting any lawful business in compliance with the provisions of the Companies Act and applicable rules.

Mere assembly without purpose, or assembly contrary to the Act, is not a 'meeting' in the legal sense.

## Kinds of Meetings under the Companies Act

```

Meetings

├── 1. Shareholders' (Members') Meetings

│ ├── Annual General Meeting (AGM) [Section 96]

│ └── Extraordinary General Meeting (EGM) [Section 100]

│ └── Class Meetings (e.g., Preference shareholders)

├── 2. Directors' Meetings

│ ├── Board Meetings

│ └── Committee Meetings (Audit, NRC, Stakeholders', CSR, etc.)

└── 3. Other Meetings

├── Debenture-holders' Meetings

├── Creditors' Meetings (e.g., in CDR / Schemes)

└── Meetings of Contributories (in winding up)

```

## Six Requisites of a Valid Meeting

#RequisiteBrief
1AuthorityProper authority must convene (Board / Tribunal / Requisitionists)
2NoticeProper notice (length, contents, mode, persons entitled)
3ChairmanPerson to preside over the meeting
4QuorumMinimum number of members present to validly transact business
5ConductCompliance with rules during meeting (motions, voting, proxies, polls)
6CompliancePost-meeting filings, minutes, resolutions filing

Absence of any of these requisites can make the meeting (or specific resolutions passed at it) void or voidable.

Worked example

### Example 1

Example: At a meeting of XYZ Ltd, the BoD didn't pass any resolution to convene the meeting; instead the CFO simply circulated a notice. Is the meeting valid? Solution: No. Authority is missing — only the Board (or Tribunal/Requisitionists) can call a general meeting. Decisions taken would be void.

### Example 2

Example: A meeting was held but no chairman was appointed; members directly began voting. Solution: Invalid for lack of chairman. Members present should have first elected a chairman by show of hands.

⚠️ Common exam mistakes

  • Including share certificates committee or any internal committee as a 'meeting' under the Companies Act — Act covers Board committee meetings under Section 177-178 et al, not informal teams.
  • Forgetting that 'compliance' covers both pre-meeting (notice, explanatory statement) and post-meeting (minutes, MGT-14).
Reference:
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