The Companies Act, 2013 (“Act” or “Companies Act”) does not define the word ‘Meeting’. One of the canons of interpretation of statutes, as laid down by courts in India in a number of cases, is that when a word is used but not defined in a statute, it should be interpreted by its ordinary meaning. In general context, meeting is an assembly of people for a particular purpose, especially for formal discussion.
A board meeting is a meeting of the directors of the company whereas general meeting is a meeting of the members (shareholders) of the company. With the applicability of the provisions of the Secretarial Standards, the process of convening, holding, conducting and related issues of meetings under the Act, have become very relevant. Below is an attempt to compare Board Meetings and General Meetings indifferent contexts.
Sl. No. |
Nature |
Board meeting |
General meeting |
|
|
|
|
|
|
Pre-Meeting |
|
|
|
|
|
|
Total number of |
For OPC, Small Company and dormant |
AGM: Company shall hold one AGM |
1. |
Meetings in a year |
company; at least one Board Meeting in |
within 6 months from the date of |
|
|
each half of a calendar year must be |
closing of the financial year but, the |
|
|
held and the gap between the two |
gap between two consecutive AGM |
|
|
meetings must not less than 90 days. |
shall not be more than 15 months. |
|
|
|
However, first AGM of the company |
|
|
In any other case; minimum of 4 Board |
may be held within 9 months from |
|
|
meetings in a year and the gap between |
the date of closing of financial year. |
|
|
two consecutive meetings shall not be |
|
|
|
more than 120 days. |
As per Companies Act, 1956, there |
|
|
|
was one more restriction that in |
|
|
However, every company shall hold its |
every calender year there shall be |
|
|
first Board meeting within 30 days from |
one AGM. However this condition is |
|
|
the date of Incorporation. |
not specified in Companies Act, 2013 |
|
|
|
EGM:There is no restriction on |
|
|
|
number of EGMs of the company |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sl. No. |
Nature |
|
Board meeting |
|
General meeting |
|||
|
|
|
|
|
|
|
||
|
|
|
Pre-Meeting |
|
|
|
||
|
|
|
|
|
|
|
||
2. |
Place and Time of |
At |
any Place and Time |
(including |
AGM: Annual General Meeting shall |
|||
Meeting |
outside India) except on a National |
be held at the registered office of the |
||||||
|
||||||||
|
|
Holiday. |
|
|
company or at some other place |
|||
|
|
|
|
|
|
within the city, town or village in |
||
|
|
|
|
|
|
which registered office is situated. |
||
|
|
|
|
|
|
Time shall be between 9.00 AM and |
||
|
|
|
|
|
|
6.00 PM on any day which is not a |
||
|
|
|
|
|
|
National Holiday. |
||
|
|
|
|
|
|
EGM: Extra-Ordinary General |
||
|
|
|
|
|
|
Meeting may be held in a place |
||
|
|
|
|
|
|
anywhere in India, but it shall be held |
||
|
|
|
|
|
|
between 9.00 AM and 6.00 PM |
||
|
|
|
|
|
||||
|
Video Conference |
Meeting through video conference or |
Meeting cannot be conducted by |
|||||
3. |
or other audio |
other audio visual means is permitted |
Video Conference or other audio |
|||||
|
visual means |
except for following type of business: |
visual means. |
|||||
|
|
i) |
approval of Annual |
Financial |
|
|
||
|
|
|
Statements |
|
|
However, resolutions can be passed |
||
|
|
ii) approval of Board’s report |
either e-voting or Postal Ballot. |
|||||
|
|
iii) approval of the prospectus |
|
|
||||
|
|
iv) Audit committee |
meetings for |
|
|
|||
|
|
|
co n s i d e rat i o n |
o f |
f i n a n c i a l |
|
|
|
|
|
|
statements |
|
|
|
|
|
|
|
v) Approval of matters relating to |
|
|
||||
|
|
|
amalgamation, merger, |
demerger |
|
|
||
|
|
|
and take over. |
|
|
|
|
|
|
|
Certain requirements |
as |
prescribed |
|
|
||
|
|
under the Act are to be complied for |
|
|
||||
|
|
conducting the proceedings, recording |
|
|
||||
|
|
of the proceedings, preservation and |
|
|
||||
|
|
retrieval of the same. |
|
|
|
|
||
|
|
|
|
|
||||
4. |
Notice Period |
Not less than 7 days’ notice in writing |
21 clear days required for both AGM |
|||||
|
|
|
|
|
|
& EGM. |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Sl. No. |
Nature |
Board meeting |
General meeting |
|
|
|
|
|
|
|
|
Pre-Meeting |
|
|
|
|
|
|
|
5. |
Shorter Notice |
Meeting may called upon shorter |
AGM: There is no specific provision in |
|
|
|
notice to transact urgent business, if |
the act for shorter notice for AGM. It |
|
|
|
one independent director is present in |
is presumed that the provision as |
|
|
|
the meeting. |
applicable to EGM shall be applicable |
|
|
|
In absence of Independent director, |
to AGM also. |
|
|
|
decisions taken in meeting shall be |
|
|
|
|
circulated to all directors and transact |
EGM: Meeting shall be called on |
|
|
|
the business only on ratification by at |
shorter notice if consent is given in |
|
|
|
least one independent director. |
writing or by electronic mode by not |
|
|
|
|
less than 95% of the members |
|
|
|
In case of Private Company the |
entitled to vote in the meeting. |
|
|
|
requirement of Independent Director is |
|
|
|
|
not applicable |
|
|
|
|
During Meeting |
|
|
|
|
|
|
|
6. |
Persons attending |
Only directors of the company. Any |
AGM: Share-holders, Directors, |
|
|
|
other person may be allowed by |
Auditor of the company and |
|
|
|
invitation by directors if required |
Chairman of the Audit Committee, if |
|
|
|
(example, auditor may be called upon |
the provisions for constitution of |
|
|
|
for Board Meeting if the discussion is |
Audit Committee are applicable to |
|
|
|
regarding audit) |
the company |
|
|
|
|
EGM: Share-holders & Directors of |
|
|
|
|
the company. |
|
|
|
|
|
|
7. |
Proxy |
Not allowed |
Proxy may be allowed after following |
|
|
|
|
the required procedure |
|
|
|
|
|
|
8. |
Chair Person |
Chairperson of Directors as governed |
Chairperson of Directors as governed |
|
|
by Articles or any person elected |
by Articles or any person elected |
||
|
|
|||
|
|
among the directors present in meeting |
among the members present in |
|
|
|
|
meeting |
|
|
|
|
|
|
9. |
Who can vote? |
All the directors present can vote, |
Only Shareholders or their legally |
|
|
|
except interested directors as per |
permitted proxies can vote. |
|
|
|
section 184 of the Act |
|
|
|
|
|
|
|
|
|
|
|
|
Sl. No. |
Nature |
Board meeting |
General meeting |
|
|
|
|
|
|
|
|
During Meeting |
|
|
|
|
|
|
|
10 |
Quorum |
Maximum of one-third of its total |
Public Company: the requirement is : |
|
|
|
strength or two directors (any decimal |
i) 5 members personally present if |
|
|
|
should be rounded off to the nearest |
total number of members on the |
|
|
|
higher integer) |
date of meeting is not more than |
|
|
|
|
1000. |
|
|
|
|
ii) 15 members personally present if |
|
|
|
|
total number of members on the |
|
|
|
|
date of meeting is more than |
|
|
|
|
1000 and up to 5000. |
|
|
|
|
iii) 30 members personally present if |
|
|
|
|
total number of members |
|
|
|
|
present on the date of meeting |
|
|
|
|
exceeds 5000. |
|
|
|
|
Private Company:2 members |
|
|
|
|
personally present |
|
|
|
|
|
|
11. |
Nature of Business |
The meeting of the Board takes care of |
AGM: Both ordinary business and |
|
|
|
the day to day affairs of the operations |
special business are transacted. |
|
|
|
and management of business of the |
i) Ordinary business means |
|
|
|
company and recommends the |
consideration of financial statements |
|
|
|
resolutions to the members requiring |
& consolidated financial statements, |
|
|
|
their approval for their consideration |
reports of directors and auditor, |
|
|
|
and approval. |
declaration of dividend, appointment |
|
|
|
|
of directors who are retiring by |
|
|
|
The Act prescribes certain resolutions |
rotation, approval or ratification of |
|
|
|
listed in Section 179(3) to be transacted |
appointment of auditors and fixing |
|
|
|
at the meeting of the Board |
their remuneration. |
|
|
|
|
ii) Any other business item is treated |
|
|
|
|
as Special business. |
|
|
|
|
EGM: Only Special business is |
|
|
|
|
transacted. |
|
|
|
|
|
|
|
|
Post - Meeting |
|
|
|
|
|
|
|
12. |
Duty of person for |
Company Secretary of the company |
Company Secretary of the company |
|
|
preparation of |
shall prepare the minutes of the |
shall prepare the minutes of the |
|
|
minutes |
meeting. |
meeting. |
|
|
|
If Company Secretary is not available |
If Company Secretary is not available |
|
|
|
then by any person who is authorised |
then by any person who is authorised |
|
|
|
by Board of Directors or Chairman |
by Board of Directors or Chairman |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sl. No. |
Nature |
Board meeting |
General meeting |
|
|
|
|
|
|
|
|
|
|
|
|
Post - Meeting |
|
|
|
|
|
|
|
|
|
|
|
13. |
Circulation of Draft |
Draft minutes of the meeting shall be |
NA |
|
|
|
|
Minutes |
circulated to all the directors within 15 |
|
|
|
|
|
|
days from the date of conclusion of |
|
|
|
|
|
|
meeting. |
|
|
|
|
|
|
|
|
|
|
|
14. |
Comments on |
Directors will have the time period of |
NA |
|
|
|
|
Draft Minutes |
seven days to comment (if any) on the |
|
|
|
|
|
|
draft minutes. If directors comment |
|
|
|
|
|
|
after 7 days, then it is at the discretion |
|
|
|
|
|
|
of chairman to consider or not. |
|
|
|
|
|
|
|
|
|
|
|
15. |
Final Minutes |
Final minutes shall be made available |
Final minutes shall be made available |
|
|
|
|
|
within 30 days at the registered office |
within 30 days at the registered office |
|
|
|
|
|
from the date of conclusion of meeting. |
from the date of conclusion of |
|
|
|
|
|
|
meeting. |
|
|
|
|
|
|
|
|
|
|
16. |
Signing of Minutes |
Either by the Chairman of the Meeting |
Chairman of the Meeting |
|
|
|
|
|
or Chairman of the Subsequent |
|
|
|
|
|
|
meeting |
Each page has to be initialled and last |
|
|
|
|
|
|
page need to be signed and dated |
|
|
|
|
|
Each page has to be initialled and last |
|
|
|
|
|
|
page need to be signed and dated |
|
|
|
|
|
|
|
|
|
|
|
17. |
Maintenance of |
Minutes shall be maintained either in |
Minutes shall be maintained either in |
|
|
|
|
Minutes |
physical formor electronic form (with |
physical form or electronic form (with |
|
|
|
|
|
Timestamp) |
Timestamp) |
|
|
|
|
|
Minutes can be maintained in Loose |
Minutes can be maintained in Loose |
|
|
|
|
|
leaf form, provided suitable resolution |
leaf form, provided suitable |
|
|
|
|
|
is passed by the Board |
resolution is passed by the Board |
|
|
|
|
|
The minutes maintained in loose leaf |
The minutes maintained in loose leaf |
|
|
|
|
|
form are to be serially numbered and |
form are to be serially numbered and |
|
|
|
|
|
bounded at specified intervals |
bounded at specified intervals |
|
|
|
|
|
|
|
|
|
|
18. |
Who can Inspect |
Following persons can inspect the |
Following persons can inspect the |
|
|
|
|
the Minutes |
minutes placed at Registered office |
minutes placed at Registered office in |
|
|
|
|
|
during Business Hours: |
Business Hours: |
|
|
|
|
|
1. Directors of the company |
1. Members & Directors of the |
|
|
|
|
|
2.Company Secretary in Practice |
company |
|
|
|
|
|
appointed by the company |
2. Company Secretary in Practice |
|
|
|
|
|
3. Secretarial Auditor |
appointed by the company |
|
|
|
|
|
4. Statutory Auditor |
3. Secretarial Auditor |
|
|
|
|
|
5.Cost Auditor |
4. Statutory Auditor |
|
|
|
|
|
6. Internal Auditor |
5.Cost Auditor |
|
|
|
|
|
Members are not entitled to inspect |
6. Internal Auditor |
|
|
|
|
|
the minutes of the meeting of the |
|
|
|
|
|
|
Directors. |
|
|
|
Sl. No. |
Nature |
Board meeting |
General meeting |
|
|
|
|
|
|
|
|
Post - Meeting |
|
|
|
|
|
|
|
19. |
Nature of Records |
Permanent |
Permanent |
|
|
|
|
|
|
These are few major differences between a Board Meeting and a General Meeting in relation to company as per Companies Act, 2013 and Secretarial Standards, SS-1 (Board meetings) & SS-2 issued by ICSI.
“The secret of change is to focus all of your energy, not on fighting with the old, but of building the new.”