Notice and Minutes of the meeting

Person authorized to convene the meeting:

A general meeting of the company convened by the person unauthorized by the board is considered to be invalid. However, it can be valid only if the board ratifies the same Before the meeting. Hooper Vs Kerr., Stuart & Co., (1900) Sec 171 of the Companies Act.

Validity of the notice and minutes:

When the notice convening the meeting does not specify a particular business to be transacted thereat then the company can not transact/ deal with the same in the said meeting. If any transaction is carried on in contravention to this, then such a transaction is considered to be void. Kaye Vs. Croydon Tramways Co.,

However when a particular transaction is taken up under the item any other business with the permission of the chair, then the transaction is said to be valid. Sunil Dev Vs Delhi & District Cricket Assn.,

Conclusion:

The Notices of the AGM and EGM should contain all those transactions that would be discussed in the meeting and the Minutes of the AGM or the EGM should synchronize with the same.

In the Board meeting by including an agenda item as any other business with the permission of the chair, facilitates the company to discuss all those points also that are not included in the agenda.