Preface:-Meeting is a gathering of two or more persons for the purpose of exchange or sharing of information or ideas through verbal interaction for achieving a common goal. A meeting may occur face to face or virtually as mediated by communication technology, such as video conferencing, teleconferencing or through some other relatively modern technological application such as skype, viber, etc. Generally speaking, a meeting provides a forum for discussion and deliberation for effective and acceptable decision making. However, in the context of Companies Act, 2013 and its related Rules, meetings play a rather statutory role in the administration and functioning of companies.The Companies Act, 2013 and Company Rules, as amended from time to time, consist of provisions relating to company meetings. In addition, Secretarial Standards, namely Secretarial Standard-1 and Secretarial Standard-2 which have been made mandatory from 1-7-2015, are also required to be complied with by the corporates in the process of conducting their meetings.This book titled “All about Company Meetings in Current Perspective” is divided into nine major parts comprising Forty Five Chapters.Part I is titled as “Statutory Base for Company Meetings” and consists of three Chapters providing the bare texts of the Sections and Rules relevant to conducting company meetings. In addition to it, the Secretarial Standard-1 and Secretarial Standard-2 relating to Board and General Meetings, respectively, are also reproduced for authentic references to the statutory provisions administering the company meetings.Part II titled as “General Meetings and Various Aspects Thereof” incorporates 12 Chapters. All common aspects relating to General Meetings viz., Notices, Statements to be annexed to notices, Quorum at general meetings, Chairman, Proxies, Representatives, Voting (including e-Voting), Minutes of general meetings, etc., are discussed in separate chapters each of this Part. Specimen Resolutions and Drafts of Minutes of General Meetings are also provided therein.Part III deals with the specific aspects of Annual General Meeting provisions relating to time limit for holding the AGM, day, time and place of holding the AGM, etc., are all discussed in this Part. Procedure for holding Annual General Meeting including the pre and post holding compliances also are elaborated at length therein.Extra Ordinary General Meetings and matters specific thereto are presented in the Part IV of this book.Part V is devoted exclusively to Board Meetings. Pre-requisites of a valid Board Meeting, frequency, time, day and place for holding Board Meetings are discussed in a reasonably comprehensive manner. Notices, Agenda of Board Meetings, Quorum, Proxy, Chairman, Sitting fees, Adjournment, etc., in relation to Board meeting are explained, citing several practical examples in the process.Part VI is named “Other Types of Meetings” and covers “Class meetings” and “Committee meetings” which also have been exhaustively discussed.Some other aspects relating to the company meetings which do not find place in any other part are clubbed together and dealt with in thePart VII.Part VIII, christened as “Reports and Returns”, comprises Directors Reports, Report on AGM, Corporate Governance Report, Management Discussion and Analysis Report, Auditors Report, Annual Return, etc. Elaborate discussions in this Part would cater to the immediate reference needs of the Readers in related situations.The concluding Part IX of this book is exclusively devoted to discussions on the Secretarial Standards (SS-1 and SS-2) as issued by the Institute of Company Secretaries of India. These Standards have been discussed and explained in the light of real life problems and issues connected therewith.There can be no denying that the subject of “meetings” vis-a-vis the Company Law is generally procedure oriented. The present Book therefore becomes a unique proposition in the sense that it embodies, in every discussion, a rare synthesis of theory and practice. As a matter of fact, it covers all theoretical as well as practical aspects of meetings, right from Notice of Meetings, Quorum, Voting, Resolutions, e-Voting, Cancellation, Adjournment, etc., in relation to every kind of meeting, such as the Annual General Meeting (AGM), Extra-ordinary General Meeting (EGM), Board Meeting (BM), Committee Meeting and Class Meeting.Needless to say that the present effort of ours is the only one of its kind providing comprehensive most coverage of the subject-matter, which for sure makes it a useful product for Chartered Accountants, Company Secretaries, Company Directors, Key Managerial Personnel, Corporate Executives and Lawyers. Suggestions, comments and constructive criticisms relating to this Book are welcome which would help us to improve the overall quality of the Book in its forthcoming editions.
ACA Mamta Jain, Dr. Avadhesh Ojha, FCS Amit Baxi
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