Beruflich Dokumente
Kultur Dokumente
IIT KHARAGPUR
____________________________________________
SHIKHA KUMARI
15IP61032
LL.B. 2nd year, 4th Semester
RAJIV GANDHI SCHOOL OF INTELLECTUAL PROPERTY LAW
IIT KHARAGPUR
INTRODUCTION
limited by shares Limited company and private Ltd. Every year to discuss matters in
statutory requirement of every company to conduct the meeting for the various purpose
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
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
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
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
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.
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
their remuneration.
Special Business: Other items of business other than the one transacted in the Ordinary
Business is transacted.
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.
financial year.
3. Subsequently it should be conducted within 6 months from the date of closing of
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
7. If budgetary proclamations are not prepared to be laid at the concerned 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
might not be important for the organization to hold any Annual General Meeting in the
1. AUTHORITY
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
the Directors or other appropriate specialist is invalid, yet such a Notice might
held in every year. The expression "Year" is not characterized in the Act. In
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)
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
'Annual General Meeting'. An Annual General Meeting is held separated from and
organization. Such Notice might likewise be given to the Directors and Auditors of the
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,
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
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
organization through its approved and secured PC program which is equipped for
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
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
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
such truth as would empower a Member to comprehend the importance, extension and
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
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
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.
Act or Articles of the Company, call or direct the calling of the Meeting and give
it is convinced that the management has been unwilling to convene such a Meeting
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.
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
2. Notice for the time and place of a meeting shall be sent at least seven days in advance
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
5. No choice should be made on any thing taken up for dialog which is not in the
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
7. Each choice at the AGM should be chosen by lion's share of votes and in case of
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
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
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
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
a. The day, date, hour and venue of the annual general 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;
in venue; and
The Report shall contain fair and correct summary of the proceeding of the meeting.