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RAJIV GANDHI SCHOOL OF

INTELLECTUAL PROPERTY LAW

IIT KHARAGPUR

____________________________________________

ASSIGNMENT ON ANNUAL GENERAL MEETING


Submitted By:

SHIKHA KUMARI
15IP61032
LL.B. 2nd year, 4th Semester
RAJIV GANDHI SCHOOL OF INTELLECTUAL PROPERTY LAW

IIT KHARAGPUR
INTRODUCTION

AGM is a meeting which is conducted by every company whether private or public,

limited by shares Limited company and private Ltd. Every year to discuss matters in

relation to the company by the shareholders and directors of the company. It is a

statutory requirement of every company to conduct the meeting for the various purpose

like appointment of directors and auditors, approval of the audited accounts,

remuneration of the officers, dividends proposed to be confirmed and many other issues

which is raised by the shareholders. Companies act 2013 mandates the holding of

meetings at a specified interval in a prescribed manner as mentioned in the Act. Section

96 of the Act provides that every company, whether public or private excluding one

person company are required to conduct an Annual General Meeting every year. As per

provision of section 118(10) of the Companies Act, Secretarial Standards 2 on general

meeting issued by the ICSI and approved by the central government has to be adhered

to it.

In the era of globalization and technological development especially with the ease of

internet access, this Act provides a provision of e-voting so that there is maximum

participation and their feedback are taken in a hassle-free manner.

As meetings play a significant role in the governance and functioning of the company,

because meetings ensure fair opportunity and gives reasonable slot to actively

participate and make decisions as per the Act. Company being an artificial person takes

decisions through members of the company in respect of matters which is to be decided

in the general meeting through resolutions passed at a validly held general meetings.

Members can bind the company if they act validly as a body and not individually.

According to the Act, General Meetings can be broadly grouped as:


a) Annual General Meeting- It is a meeting conducted by the members of the company

during Calendar year. The meeting arises out of the nature of the business transacted at

this meeting i.e Special Business and Ordinary Business. In Annual General Meetings

members are provided with ultimate control over the management of the company. It is

a statutory right provided to the members to approach the Company Law Board to

direct or call the Annual General Meeting.

Ordinary Business: Consolidated financial statements, auditors report, financial

statements, report of the board of directors, appointment of directors in place of those

retiring and ratification of auditors appointment, declaration of dividends and fixing

their remuneration.

Special Business: Other items of business other than the one transacted in the Ordinary

Business is transacted.

b) Extra-Ordinary General Meeting: A company on requisition of the members can also

hold a meeting for transacting urgent or special business that may arise in between two

Annual General Meetings. All business transacted at EGM are Special Business.

KEY FACTORS OF HOLDING AN ANNUAL GENERAL MEETING

1. It is should be held once in each calendar year.


2. First annual general meeting should be held within 9 months from closing of 1 st

financial year.
3. Subsequently it should be conducted within 6 months from the date of closing of

relevant financial year.


4. There should not be more than 15 months gap in between two AGM.
5. Annual General Meeting is exempted for One-Person Company.
6. The aforementioned time of six months or interim of fifteen months might be stretched

out by a period not surpassing three months with the earlier endorsement of the

Registrar of Companies, in the event of any Annual General Meeting other than the

primary Annual General Meeting.

7. If budgetary proclamations are not prepared to be laid at the concerned Annual General

Meeting, it should be interested in the organization to dismiss the Annual General

Meeting to an ensuing date when the monetary explanations would be prepared for

thought. The dismissed Meeting must be held inside the most extreme time constrain

permitted under the Act Bejoy Kumar Karnani and Another v. Associate Registrar of

Companies and Another (1985) 58 Comp. Cas. 293 (Cal)

8. If an organization holds its first Annual General Meeting, as previously mentioned, it

might not be important for the organization to hold any Annual General Meeting in the

Calendar Year of its incorporation.

CONVENING ANNUAL GENERAL MEETING

1. AUTHORITY

The authority to assemble a General Meeting of the organization should either

be with the Board itself or with a Director, Company Secretary, Manager or

whatever other officer of the organization under the specialist of the Board
A Director, Company Secretary, Manager or whatever other officer of the

organization should not have the ability to assemble a General Meeting all

alone.
In request to be a substantial Meeting, the Notice of the Meeting ought to be

given by a person properly approved by the Board.


Notice of a General Meeting given by the Secretary without the authorize of

the Directors or other appropriate specialist is invalid, yet such a Notice might

be confirmed by the Board of Directors before the Meeting [Hooper v. Kerr,

Stuart and Co. (1900) 83 LT 729].


Section 96 of the Act requires that the Annual General Meeting ought to be

held in every year. The expression "Year" is not characterized in the Act. In

this manner, the definition must be interpreted according to the General

Clauses Act, 1897. Appropriately, the "Year" ought to be considered as

Calendar Year .
Power of the Registrar to augment time for holding Annual General Meeting
The Registrar of Companies may augment the ideal opportunity for holding an

Annual General Meeting, other than the primary Annual General Meeting, "for

any unique reason" by a period not surpassing three months, on the off chance that

it can't be held inside the endorsed time constrain [Third proviso of sub-section (1)

of Section 96 of the Act] .


It ought to be guaranteed that the concerned Annual General Meeting is really

hung at the very latest the developed time restrict and the notice ought to

indicate the reality of expansion of time for holding the Annual General

Meeting.
No expansion of time can be conceded by the Registrar past three months
Delay in finishing of review of the budgetary articulations of the organization

does not usually constitute a "special reason" advocating the augmentation of

time for holding the Annual General Meeting.


2. NOTICE
The Notice of an Annual General Meeting ought to express that the Meeting is a

'Annual General Meeting'. An Annual General Meeting is held separated from and

notwithstanding some other General Meeting that an organization may hold.

Notice in composing of each Meeting might be given to each Member of the

organization. Such Notice might likewise be given to the Directors and Auditors of the

organization, to the Secretarial Auditor, to Debenture Trustees, assuming any, and,

wherever pertinent or so required, to other indicated people.

Form of Notice: The Notice ought to be in composing, however no shape has been

endorsed for this reason. Oral suggestion that it is proposed to have a general meeting is

not a Notice at all and consequently if any Meeting is held, it will be invalid.

Persons qualified for Notice: as far as sub-segment (3) of Section 101 of the Act,

Notice of each Meeting of the organization ought to be given to

(a) every Member of the organization, legal representative of any deceased

Member or the assignee of an insolvent Member.

(b) the Auditor or Auditors of the organization; and

(c) each Director of the organization

NOTE : In terms of sub-section (55) of Section 2 of the Act, Member includes the holder of

both equity and preference shares whose name is entered as a beneficial owner in the records

of a depository.

Notice when Meeting is adjourned: When the Meeting is suspended for thirty

days or all the more, new Notice of the dismissed Meeting ought to be given in

the way indicated.


A Meeting called and held without sufficient notice and Resolutions go at such

Meetings will be invalid [Parmeshwari Prasad Gupta v the Union of India 1973 AIR

2389].
Mode of Issuing Notice: Notice should be sent by hand or by conventional post or by

speed post or by enrolled post or by dispatch or by copy or by email or by some other

electronic means. 'Electronic means' methods any correspondence sent by an

organization through its approved and secured PC program which is equipped for

delivering affirmation and keeping record of such correspondence routed to the

individual qualified for get such correspondence at the last electronic mail address gave

by the Member.
Notice might be sent to Members by enlisted post or speed post or dispatch or email

and not by conventional post in the accompanying cases:


(a) if the organization gives the office of e-voting;
(b) if the item of business is being transacted through postal ballot.
NOTE: If a Member requests for delivery of Notice through a particular mode, other

than one of those listed above, he shall pay such fees as may be determined by the

company in its Annual General Meeting and the Notice shall be sent to him in such

mode
In case of companies having a website, the Notice shall be hosted on the website. The

Notice of the General Meeting of the company should be simultaneously placed on the

website, if any, of the company and on the website as may be by the Central

Government [Rule 1 8 (3)(ix)of the Companies (Management and Administration)

Rules, 2014].
Notice might indicate the day, date, time and full address of the venue of the Meeting.
Annual General Meetings might be held either at the registered office of the

organization or at some other place inside the city, town or village in which the

registered office of the organization is arranged, while other General Meetings might be

held at wherever inside India.


Notice might plainly indicate the way of the Meeting and the business to be executed

thereto: In regard of things of Special Business, each such thing should be as a


Resolution and might be joined by an explanatory statement which might set out every

such truth as would empower a Member to comprehend the importance, extension and

ramifications of the thing of business and to take a choice subsequently. In regard of

things of Ordinary Business, Resolutions are not required to be expressed in the Notice

aside from where the Auditors or Directors to be designated are other than the resigning

Auditors or Directors, all things considered.


Matters to be contained in the explanatory statement: including the nature of interest

or concern of a Director, are questions of facts, and therefore, while preparing the

explanatory statement, not only the information derived from records be stated but also

sufficient enquiry should be made to understand the nature of such interest or concern

of any Director and of any Key Managerial Personnel.


Notice and going with accompanying documents might be given no less than 21

sunny mornings ahead of time of the Meeting.


3. QUORUM
Unless the articles of the company provide for a larger number, the quorum for an AGM

shall be as follows:
In case of Public company: Minimum 5 members personally present; and
In the case of any other company: Minimum 2 members must be personally present

within half an hour from the time for holding the meeting.

DEFAULT IN HOLDING ANNUAL GENERAL MEETING

If a company defaults in holding an Annual General Meeting, any Member may

apply to the CLB/Tribunal which may notwithstanding anything contained in the

Act or Articles of the Company, call or direct the calling of the Meeting and give

such ancillary or consequential directions as it may consider expedient in relation to

the calling, holding and conduct of the Meeting.


The CLB/Tribunal may direct the convening of the Annual General Meeting only if

it is convinced that the management has been unwilling to convene such a Meeting

or it was not practicable for the management to do so [Section 97 of the Act].


The power of the CLB/Tribunal cannot be invoked unless there is, in the first place,

a default on the part of the Board of Directors to call and hold the Annual General

Meeting. To invoke such power, the last date by which the Notice should have been

given by the Board ought to have expired. This right is available only to a Member

of the company and the Company, by itself, cannot make such an application to the

CLB/Tribunal.

PROCEDURE OF CONDUCTING ANNUAL GENERAL MEETING

1. Chairperson of the Meeting- The President or in his nonattendance the Vice President, or

without both the Honorary Secretary, or without all the three, a member elected from

amongst the members present shall preside over the meeting.

2. Notice for the time and place of a meeting shall be sent at least seven days in advance

to the members of the Institute either electronically or by post

3. The notice should contain statement of business to be executed at such meeting.

4. Twelve individuals from IAI might frame the majority. In the event that majority is

absent inside thirty minutes from the time designated for the meeting, the meeting might

stand deferred to such time and place as the Chairperson may choose. No majority is

required for such suspended meeting. All individuals from the Institute should be

qualified for go to such deferred meeting.

5. No choice should be made on any thing taken up for dialog which is not in the

motivation endorsed by the Council for the AGM.


6. The Chairperson should, with assent of greater part of the individuals introduce,

dismiss a meeting to such time and place as concurred by the lion's share of individuals

present. Such suspended meeting can consider just the incomplete business at such

meeting. AGM that gets deferred, for reasons unknown, can be gone to by individuals

despite the fact that they were absent at the time the meeting was suspended. There might

be no new notice given on the planning of the dismissed meeting if the deferred meeting

is hung around the same time. Just talk on incomplete motivation can be taken up in the

deferred gatherings. No majority is required for such dismissed meeting.

7. Each choice at the AGM should be chosen by lion's share of votes and in case of

uniformity of votes the Chairperson might have the making choice.

8. The minutes of a meeting should be recorded by any part present as chose by the

Chairperson.

9. The minutes of the meeting, in the wake of having been endorsed by lion's share of

individuals present, should be closed down (electronically or something else) by the

Chairperson inside thirty days of such meeting and might be gone up against record in the

following meeting.

10. Any activity things coming from the minutes of the meeting can be executed once the

Chairperson closed down the minutes.

REPORT OFAGM

This is new feature of Indian Corporate Law. Section 121 of the companies Act 2013 simply

says that every listed public company shall prepare a report on each annual general meeting
including the confirmation to the effect that the meeting was convened, held and conducted as

per the provisions of this Act and the rules made there under. The company shall file with the

Registrar a copy of the report within thirty days of the conclusion of the annual general

meeting.

Rule 31 of the Companies (Management and Administration) Rules 2014 goes into details.

Rule 31 (1) lay down general rules for preparation of the report on annual general meeting.

The report shall be prepared in addition to the minutes of the general meeting. This

report is not a substitute for minutes of the general meeting.

The report shall be signed and dated by the Chairman of the meeting or in case of his

inability by any two directors of the company, one of whom shall be the Managing

Director, if there is one and company secretary of the company. This is clear that there

is two possible combination to sign this report (i) Chairman and company secretary or

(ii) two director (including Managing Director) and company secretary).

The report shall contain the details in respect of following, namely:

a. The day, date, hour and venue of the annual general meeting;

b. Confirmation with respect to appointment of Chairman of the meeting;

c. Number of members attending the meeting;

d. Confirmation of quorum;
e. Confirmation with respect to compliance of the Act and Rules, Secretarial

Standards made there under with respect of calling convening and conducting

of meeting;

f. Business transacted at the meeting and result thereof;

g. Particulars with respect to any adjournment, postponement of meeting, change

in venue; and

h. Any other point relevant for inclusion in the report.

The Report shall contain fair and correct summary of the proceeding of the meeting.