Management of Meetings and Company Secretary's Role
The exam tests which meeting must be held when, who may call it, and what the Company Secretary must do before and after it.
Meeting calendar
- Board meeting: first within 30 days of incorporation, then at least four a year with a gap of not more than 120 days (Sec 173). Notice of 7 days; quorum is one-third of total strength or two directors, whichever is higher.
- AGM (Sec 96): the first within 9 months of the close of the first financial year; later ones within 6 months of the financial year end and not more than 15 months after the previous AGM. The Registrar may extend by up to 3 months.
- EGM (Sec 100): called by the Board, or on requisition by members holding at least 10% of paid-up capital; if the Board fails, the requisitionists may call it within 45 days.
- Notice of 21 clear days (Sec 101); shorter notice needs consent of 95% of members entitled to vote.
Conduct
- Quorum for a public company is 5, 15 or 30 members for membership up to 1,000, 1,001–5,000, and above 5,000 (Sec 103).
- A proxy (Sec 105) must be deposited 48 hours before the meeting and cannot speak at it.
- Ordinary resolution: simple majority. Special resolution: at least 75%.
- The Company Secretary issues notices, keeps statutory registers, records minutes within 30 days, and files forms such as MGT-7 and AOC-4.
Worked example
The AGM for FY 2023-24 was held on 20 August 2024. The next AGM must be held within 6 months of 31 March 2025, that is by 30 September 2025, and also not more than 15 months after 20 August 2024, that is by 20 November 2025. The binding deadline is 30 September 2025.
Traps
- Counting the day of service and the day of the meeting in the 21 clear days.
- Writing "3 months" instead of 120 days for the board meeting gap.
- Saying a proxy may vote on a show of hands; a proxy may vote only on a poll.