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Board Meeting/Shareholder Meeting

Market Price: ₹987

World Legal India Price: ₹258

Governed by: Companies Act, 2013 & Secretarial Standards (SS-1)

Practical Note:

  • Many Private Limited Companies take shareholder approvals via written resolutions instead of physical meetings.

  • Maintaining minutes of meeting is mandatory and must be kept at the registered office.

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1. Board Meeting

 Governed by: Companies Act, 2013 & Secretarial Standards (SS-1)

Requirements

  • First Board Meeting → Within 30 days of incorporation.

  • Minimum Meetings:

    • Private Limited: 4 meetings/year (max gap 120 days between 2).

    • Small Companies / OPC: 2 meetings/year (one in each half-year, gap at least 90 days).

  • Notice: Minimum 7 days notice in writing to every director.

  • Quorum: 1/3rd of total strength or 2 directors (whichever is higher).

Matters usually discussed

  • Approval of financial statements.

  • Appointment of auditors, CS, KMP.

  • Issue/transfer of shares.

  • Borrowings & investments.

  • Statutory compliance approvals.


2. Shareholder (General) Meeting

 Governed by: Companies Act, 2013 & Secretarial Standards (SS-2)

Types of Meetings

  1. Annual General Meeting (AGM) – Mandatory for Public Companies.

    • Private companies usually not required to hold AGMs (unless Articles specify).

    • First AGM: within 9 months of first FY.

    • Subsequent AGMs: once every year (within 6 months of FY end, max gap 15 months).

  2. Extraordinary General Meeting (EGM) – Held for urgent matters like:

    • Alteration of Articles/MOA.

    • Appointment/removal of directors/auditors.

    • Approving mergers, buyback, capital changes.

Requirements

  • Notice: 21 clear days before meeting.

  • Quorum (Private Limited): 2 members (unless Articles specify otherwise).

  • Resolutions:

    • Ordinary Resolution → Passed by simple majority (>50%).

    • Special Resolution → Passed with at least 75% votes.

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