GENERAL MEETINGS

OF A COMPANY
Session Learning Objectives

■ Understanding different types of members’ meeting held in a company

■ Provisions relating to
■ Annual General Meeting
■ Extra Ordinary General Meeting
■ Class Meeting
 Members’ Meetings in a Company
■ A meeting may be generally defined as a gathering or assembly or getting together of a
number of persons for transacting any lawful business.
■ It is to be noted that every gathering or assembly does not constitute a meeting.
■ Company meetings must be convened and held in perfect compliance with the various
provisions of the Companies Act, 2013 and the rules framed thereunder.
■ A company, being an artificial person, cannot act on its own.
■ It, therefore, expresses its will or takes its decisions through resolutions passed at validly
held meetings.
■ The primary purpose of a meeting is to ensure that a company gives reasonable and fair
opportunity to those entitled to participate in the meeting to take decisions as per the
prescribed procedures.
 Members’ Meetings in a Company
■ The decision making powers of a company are vested in the members and the
directors who exercise their respective powers through Resolutions passed by them.
■ General meetings of the members provide a platform to express their will in regard
to the management of the affairs of the company.
■ Convening of one such meeting every year is compulsory.
■ Holding of more general meetings is left to the choice of the management or to a
given percentage of shareholders to exercise their power to compel the company to
convene a meeting.
■ Secretarial Standard on General Meeting (SS- 2) issued by the Institute of Company
Secretaries of India (ICSI) and approved by central government is to be mandatorily
adhered by all companies as per the provision of Section 118(10) of Companies Act,
2013
■ The objective of secretarial standard is to promote good corporate governance
Members’ Meetings
■ A company is required to hold meetings of the members to take approval of certain
business items, as prescribed in the Act.

Members’
Meetings

Annual Extra Ordinary

Class
General General
Meetings
Meeting Meeting
Annual General Meeting (Sec 96)
■ The meeting to be held annually for seeking approval to certain ordinary business is
called Annual General Meeting.
■ Annual general meeting (AGM) is an important annual event where members get an
opportunity to discuss the activities of the company.
■ Section 96 provides that every company, other than a one person company is
required to hold an annual general meeting every year
■ SS-2 provides that the Board shall, every year, convene or authorize convening of a
meeting of its members called the Annual General Meeting to transact items of
ordinary business specifically required to be transacted at an annual general
meeting as well as special business, if any.
■ If the Board fails to convene its Annual General Meeting in any year, any Member of
the company may approach the prescribed authority, which may then direct the
calling of the Annual General Meeting of the company.
General Provisions of AGM
■ Annual general meeting should be held once in each calendar year.
■ First annual general meeting of the company should be held within 9 months from the
closing of the first financial year.
■ Hence it shall not be necessary for the company to hold any annual general meeting in
the year of its incorporation.
■ Subsequent annual general meeting of the company should be held within 6 months
from the date of closing of the relevant financial year.
■ The gap between two annual general meetings shall not exceed 15 months.
■ The three time limits given above are separate and cumulative. Non-compliance of any of
them would constitute an offence. Therefore, the last date for holding AGM shall be the
earliest of the above three limits.
■ For listed entities SEBI vide recent notification provided that the top 100 listed entities
by market capitalization, determined as on March 31st of every financial year, shall hold
their annual general meetings within a period of five months from the date of closing of
the financial year.
■ The top 100 listed entities shall provide one-way live webcast of the proceedings of the
annual general meetings.
■ One person company is exempt from holding an AGM.
General Provisions of AGM
■ In case, it is not possible for a company to hold an annual general meeting within the
prescribed time, the Registrar may, for any special reason, extend the time within which
any annual general meeting shall be held.
■ Such extension can be for a period not exceeding 3 months.
■ No such extension of time can be granted by the Registrar for the holding of the first
annual general meeting.
■ An annual general meeting can be called during business hours, that is, between 9 a.m.
and 6 p.m. on any day that is not a National Holiday
■ It should be held either at the registered office of the company or at some other place
within the city, town or village in which the registered office of the company is situated
■ Annual general meeting of an unlisted company may be held at any place in India if
consent is given in writing or by electronic mode by all the members in advance.
■ In case of Government Company, the Central Government may approve such other place
for holding AGM, if the place is other than registered office.
■ “National Holiday” for this purpose means and includes a day declared as National
Holiday by the Central Government.
 General Provisions of AGM
■ Business to be transacted at an AGM
– Ordinary business, Section 102(2)(a)
■ (i) the consideration of financial statements and the reports of the Board of Directors and
auditors;
■ (ii) the declaration of any dividend;
■ (iii) the appointment of directors in place of those retiring;
■ (iv) the appointment of, and the fixing of the remuneration of, the auditors
– Special Business
■ All business except specified above shall be deemed as special business at an AGM.
■ In case of meeting other than AGM, all business shall be deemed to be special.
■ Explanatory statement must be annexed to the notice for transacting every items of special
business
 Penalty for default in holding AGM (Sec 99)
■ Section 99 provides that if any default is made in complying or holding a meeting of
the company, the company and every officer of the company who is in default shall be
punishable with fine which may extend to one lakh rupees
■ And in case of continuing default, with a further fine which may extend to five
thousand rupees for each day during which such default continues.
■ If any default is made in holding the annual general meeting of a company, any
member of the company may make an application to the Tribunal to call or direct the
calling of, an annual general meeting of the company and give such ancillary or
consequential directions as the Tribunal thinks expedient
■ Every listed entities, under Regulation 30 of SEBI (LODR) Regulation, 2015, is required
to disclose the proceedings of annual & extraordinary general meeting to the Stock
Exchange where its securities are listed within 24 hours of the event.
 Convening of a Valid General Meeting
■ The business at a meeting is said to have been “validly transacted” if the members of the
organisation or body concerned, whether or not they were present, are bound by the
decision made there at
■ Properly convened:
– (i) The meeting must be called by proper authority; and
– (ii) Proper notice must be served in the manner specified under Section 101 and
102 of the Act.
■ (b) Properly constituted:
– (i) Proper quorum must be present in the general meeting (Section 103 of the Act)
– (ii) Proper chairman must preside the meeting (Section 104 of the Act)
■ (c) Properly conducted:
– (i)The business must be validly transacted at the meeting i.e. resolutions must be
properly moved and passed, and voting by show of hands and on poll.
– (ii) Proper minutes of the meeting must be prepared. (Section 118 of the Act)
Extra – Ordinary General Meeting
(EGM) (Sec 100)
■ There are too many matters requiring approval of members
■ It is always not possible for consideration of such matters to wait until the next
annual general meeting.
■ The articles of association of the company of the company make provisions for
convening general meeting other than the annual general meeting.
■ All general meetings other than annual general meeting are called extra-ordinary
general meetings (EGM).
■ According to SS-2, items of business other than ordinary business may be
considered at an EGM or by means of a postal ballot, if thought fit by the Board.
■ This means that all the transactions dealt upon in an EGM shall be special business.
 Calling of EGM

BOD on
By
BOD request of By Tribunal
requisitionists
Shareholders
Calling of EGM
■ By the Board Suo motu [Section 100 (1)]
– The Board may, whenever it deems fit, call an EGM of the company. An
extraordinary general meeting of the company, shall be held at any place in India.
■ By Board on requisition of members [Section 100 (2)]
– in the case of a company having a share capital: members who hold, on the date of
the receipt of the requisition, not less than one-tenth of such of the paid-up share
capital of the company as on that date carries the right of voting
– in the case of a company not having a share capital: members who have, on the
date of receipt of the requisition, not less than one-tenth of the total voting power
of all the members having on the said date a right to vote
■ The requisition made as above, shall set out the matters for the consideration of which
the meeting is to be called and shall be signed by the requisitionists and sent to the
registered office of the company
■ The Board is required to proceed to call a meeting within 21 days from the date of
receipt of a valid requisition, to convene a meeting which should be held within 45 days
of such deposit of the requisition with the company.
 Calling of EGM
■ By requisitionists [Section 100(4)]
– If the Board does not within 21 days from the date of receipt of a valid requisition in regard
to any matter, proceed to call a meeting for the consideration of that matter on a day not
later than 45 days from the date of receipt of such requisition, the meeting may be called
and held by the requisitonists themselves.
– The meeting should be held within a period of 3 months from the date of the requisition.
– Such requisition shall not pertain to any item of business that is required to be transacted
mandatorily through postal ballot.
– The members may requisition convening of an extraordinary general meeting, by providing
such requisition in writing or through electronic mode at least clear twenty-one days prior to
the proposed date of such extraordinary general meeting.
– Reasonable expenses incurred by the requisitionists in calling such a meeting shall be
reimbursed by the company to the requisitionists.
– The company in turn recovers such expenses from any fee or other remuneration payable to
such of the directors who were in default in calling the meeting.
– In case, the quorum is not present within half-an-hour from the time appointed for holding a
meeting called by requisitionists, the meeting shall stand cancelled.
Calling of EGM by Requisitionists
■ The notice shall specify the place, date, day and hour of the meeting and shall contain the
business to be transacted at the meeting
■ If the resolution is to be proposed as a special resolution, the notice shall be given as required
by sub-section (2) of section 114.
■ The notice shall be signed by all the requistionists or by a requistionists duly authorized in
writing by all other requistionists on their behalf or by sending an electronic request attaching
therewith a scanned copy of such duly signed requisition
■ No explanatory statement as required under section 102 need be annexed to the notice of an
extraordinary general meeting convened by the requistionists
■ The notice of the meeting shall be given to those members whose names appear in the Register
of members of the company
■ Where the meeting is not convened, the requistionists shall have a right to receive list of
members together with their registered address and number of shares held and the company
concerned is bound to give a list of members together with their registered address made as on
twenty first day from the date of receipt of valid requisition together with such changes
■ The notice of the meeting shall be given by speed post or registered post or through electronic
mode.
■ Any accidental omission to give notice to, or the non-receipt of such notice by, any member shall
not invalidate the proceedings of the meeting.
 Calling of EGM by Tribunal
■ Section 98 provides that if for any reason it is impracticable to call a meeting of a company or
to hold or conduct the meeting of the company, the Tribunal may, either suo motu or on the
application of any director or member of the company who would be entitled to vote at the
meeting:
– (a) order a meeting of the company to be called, held and conducted in such manner as
the Tribunal thinks fit; and
– (b) give such ancillary or consequential directions as the Tribunal thinks expedient,
including directions modifying or supplementing in relation to the calling, holding and
conducting of the meeting, the operation of the provisions of this Act or articles of the
company.
■ Such directions may include a direction that one member of the company present in person
or by proxy shall be deemed to constitute a meeting. Meeting held pursuant to such order
shall be deemed to be a meeting of the company duly called, held and conducted.
Class Meetings
■ Class meetings are meeting of shareholders, holding a particular class of share which is
held to pass resolution which will bind only the members of the class concerned.
■ Only members of the class concerned may attend and vote at meeting.
■ Usually the rules to voting apply to class meetings as they govern voting at general
meetings.
■ These class meetings must be convened whenever it is necessary to alter or change the
rights or privileges of that class as provided by the articles. For effecting such changes, it
is necessary that these are approved at a separate meeting of the holders of those
shares and supported by a special resolution.
■ Under section 48 of the Companies Act, 2013 (variation of shareholders’ rights) class
meeting of the holders of different classes of shares shall be held if the rights attaching
to these shares are to be varied.
■ Similarly, under Section 232(Merger and Amalgamation of companies), where a scheme
of arrangement is proposed, meeting of several classes of shareholders and creditors
are required to be held.
■ Details of meetings of members or class meetings are required to be mentioned in
Annual Return as per Section 92(1)(f).