LLM Group 2 Business Law Corporate Law 2025-26 - Set 2 Question Paper with Solutions

The concept

A company has no mind and no voice; it acts through resolutions passed at meetings. Two organs are capable of forming its will, the general body of members and the Board of directors, and the Act divides the powers between them: section 179(1) gives the Board every power the company has except those the Act or the constitution reserves to the members, and section 180 reserves four of the largest decisions to the members by special resolution. A meeting is therefore not a formality but the only mechanism by which either organ can act.

The law of meetings exists to make that mechanism fair, and it does so through five requirements which recur in every kind of meeting: proper authority to convene, adequate notice with an agenda, a quorum, a chairman, and a record. The consequence of failing any of them is that the resolution is not the company's act at all.

It must be held between 9 a.m. and 6 p.m., not on a National Holiday, and at the registered office or another place within the same city, town or village, except that an unlisted company may meet anywhere in India with the advance written consent of all members. Its ordinary business, under section 102(2), is the consideration of the financial statements and the reports, the declaration of dividend, the appointment of directors in place of those retiring and the appointment and fixing of remuneration of auditors; everything else is special business requiring an explanatory statement.

The extraordinary general meeting, section 100, is any general meeting other than the annual one, called by the Board on its own motion or on the requisition of members holding not less than one tenth of the paid-up share capital carrying voting rights, and section 100(4) allows the requisitionists themselves to call it within three months where the Board does not proceed within twenty one days, the reasonable expenses being repaid to them by the company under section 100(6).

A meeting ordered by the Tribunal, section 98, where it is impracticable to call a meeting in the manner the Act or the articles prescribe, and the Tribunal may direct that one member present shall be deemed to constitute a meeting, which is the standard answer to a deliberate boycott by a faction that holds the quorum.

Committee meetings are now a substantial part of corporate decision-making: the audit committee under section 177, the nomination and remuneration committee and the stakeholders relationship committee under section 178, and the corporate social responsibility committee under section 135. Schedule IV requires the independent directors to hold at least one meeting in a financial year without the attendance of non-independent directors and members of management, at which they review the performance of the non-independent directors and of the Board as a whole, review the performance of the chairperson, and assess the quality and timeliness of the flow of information between management and the Board.

Family three, class meetings, section 48, for the variation of the rights attached to a class of shares, requiring the consent in writing of the holders of three fourths of the issued shares of that class or a special resolution passed at a separate meeting of that class; and where holders of not less than ten per cent of the class did not consent or vote for the variation, they may apply to the Tribunal to have it cancelled.

Family four, meetings of creditors and members ordered by the Tribunal, section 230, for a compromise or arrangement, requiring approval by a majority in number representing three fourths in value of each class present and voting.

Voting. Section 105, a proxy, who may not speak and may vote only on a poll, and who, under Rule 19(2) of the Companies (Management and Administration) Rules, 2014, may not act for more than fifty members holding in the aggregate not more than ten per cent of the total share capital carrying voting rights. Section 106, restriction of voting rights where calls are unpaid. Section 107, a show of hands, and section 109, a poll, which must be ordered on the demand of members holding one tenth of the total voting power or paid-up capital of five lakh rupees. Section 114, the ordinary resolution carried by a simple majority and the special resolution, requiring the votes cast in favour to be not less than three times the votes cast against.

Record. Section 117 requires prescribed resolutions to be filed with the Registrar; section 118 requires minutes to be entered within thirty days and makes them evidence of the proceedings; and section 119 gives members the right to inspect the minutes of general meetings and to obtain copies.

The impact of corporate governance on meetings

Corporate governance has changed meetings in four measurable ways, and each has a provision behind it.

Two, the meeting has been dematerialised. The Ministry of Corporate Affairs permitted general meetings through video conferencing or other audio visual means by a series of general circulars from April 2020, repeatedly extended, and the Corporate Laws (Amendment) Bill, 2026 would put that on a statutory footing by permitting an annual general meeting by video conferencing subject to a physical meeting at least once every three years, and by reducing the notice period for a fully virtual extraordinary general meeting from twenty one days to seven. The Bill was introduced on 23 March 2026, was referred to a Joint Parliamentary Committee which reported on 3 August 2026, and is not law; until it is, the position rests on the circulars.

Three, the substantive work has moved from the full Board to committees, and from the Board to the members. The audit committee under section 177, a majority of whose members and whose chairperson must be independent directors, now approves related party transactions, examines the financial statements and reviews the auditor's independence, and has the express power under section 177(4) to call for comments of the auditors and to investigate any matter referred to it.

The honest assessment. These changes have made the meeting more representative and less deliberative. A resolution decided by remote electronic votes cast before the meeting opens cannot be affected by anything said at it, and the questions members ask are answered after the votes are in. The gain in participation is real and so is the loss, and the best answer says both. Tata Consultancy Services Ltd. v. Cyrus Investments (P) Ltd., (2021) 9 SCC 449, is worth a closing sentence here, because it holds that a company may lawfully change its leadership through the processes its articles provide and that dissatisfaction with the outcome is not oppression: corporate governance regulates how the decision is taken, not what it should be.

Two decisions that govern meetings and the division of power

Life Insurance Corporation of India v. Escorts Ltd., (1986) 1 SCC 264, decided on 19 December 1985, is the leading Indian case on the requisitioned meeting. The Life Insurance Corporation, holding a large stake in Escorts, requisitioned an extraordinary general meeting to remove several directors before the expiry of their terms and appoint others. The company resisted, arguing among other things that the Corporation, as an instrumentality of the State, must disclose the reasons for the resolutions it proposed.

Read together the two cases describe the constitutional settlement inside a company: the members control who the directors are and the largest decisions, and may summon a meeting without explaining themselves; the directors control the business and cannot be instructed on it. Everything in the law of meetings, from the notice period in section 101 to the quorum in section 103 and the majority in section 114, is machinery for working that settlement.

Conclusion. A meeting is the only means by which a company forms and expresses a will, and the Act regulates it through authority, notice, quorum, chairman and record. The kinds are the annual general meeting under section 96, the extraordinary general meeting under section 100, a meeting ordered by the Tribunal under section 98, Board meetings under section 173 with the committee and independent directors' meetings under sections 135, 177, 178 and Schedule IV, class meetings under section 48 and Tribunal-convened meetings of members and creditors under section 230.