What is Annual General Meeting? – Introduction & Provisions

Priyanka Bajpayee

19 Oct, 2019

Every Public Company or Private Limited Company is required to conduct an Annual General Meeting that provides an opportunity to the shareholders and stakeholders to meet every year and discuss matters relating to the Company, which ensures the protection of the interest of the shareholders.

An Annual general meeting gives a comprehensive view of “what step a company should take to be more successful”, which will help shareholders, members, and the board to decide the future course of action. The annual general meeting must be held on a working day at the registered office of the company.

Relevant Provisions Relating to Annual General Meeting

1. In the case of the 1^STAnnual General Meeting – The meeting shall be held within 9 months from the date of closing of the 1^st financial year of the Company.
2. Subsequent Annual General Meeting – Within 6 months from the date of end of the financial year.
3. It shall not be necessary for the company to conduct an annual general meeting in the year of its incorporation if the company holds its annual general meeting as mentioned above.
4. Every Company shall in addition to any other meeting, hold an annual general meeting and shall specify the meeting as such in the notices to be circulated to the members and not more than 15 months shall elapse between the 2 annual general meetings.

Exception, in the case of One Person Company

*Here sufficient cause means – Natural calamity/Confiscation of books of accounts.

Notice for Annual General Meeting to the members

The notice for general meeting must be sent to the-

• Member,
• Auditors and
• Debenture trustees,

at least 21 days before the meeting, along with the annual report of the Company.

Note – Shorter notice with the consent of all the members entitled to vote at the meeting.

Contents of the report on the Annual General Meeting

• Details of Date, Day, Time and venue of the general meeting.
• Confirmation of the appointment of the Chairman of the meeting.
• Details of members attending the meeting.
• Quorum.
• Details of the business transacted at the meeting and conclusion thereof.
• Particulars in case of adjournment, postponement or change in venue of the meeting.
• The particulars shall contain a fair and correct summary of the meeting.

Time and Place of General Meeting

Annual General Meeting must be held between 9 a.m. to 6 a.m. i.e. during the business hours.

Note – General Meeting once conducted, may be concluded even after business hours.

A General Meeting must be held on a day that is not a National holiday.

Note – National holiday means a day declared as a national holiday by the Central Government i.e. Republic Day, Independence Day, Gandhi Jayanti.

The meeting shall be held at the registered office of the Company.

However, in the case of Unlisted Company, a general meeting may be held at any place in India, if consent is given in writing or through electronic mode by all the members.

In the case of Government Company – The annual general meeting must be held at its registered office or any other place with the approval of the Central Government.

Adjournment of the Annual General Meeting

The meeting can be adjourn for the below-mentioned reasons:

1. Quorum is present but adjournment by the chairman with the consent of members.
2. Lack of quorum – In case if the quorum is not present within half an hour from the time appointed for holding a meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place or such other time and date as discussed by the board.
3. The meeting shall stand adjourned if the vacancy of the retiring director is not filled-up and the meeting has not expressly resolved not to fill the vacancy. The meeting shall stand adjourned till the same day in the next week, at the same time and place.

Note – There is no prohibition to hold adjourn meeting on a national holiday, if the meeting is adjourned due to lack of quorum.

The Quorum for the General Meeting

Quorum represents the minimum number of members present in the meeting. Unless the articles of the company provide for the larger number, quorum in the general meeting required throughout the meeting.

In the case of Public Company

1. 5 Members personally present -If the number of members as on the date of the meeting is not more than 1000.
2. 15 Members personally present-If the number of members as on the date of the meeting is more than 1000 but up to 5000.
3. 30 Members personally present-If the members personally present as on the date of the meeting exceeds 5000.

In the case of Private Company

In the case of Private Company, 2 members shall be the quorum for a meeting of the company. The members shall be personally present.

Minutes of the Annual General Meeting

Every company shall maintain the minutes of every general meeting of any class of shareholders or creditors and every resolution passed by postal ballot and every meeting of its board of directors.

The minutes should be prepared and signed as may be prescribed in the Companies Act 2013^[1] and kept within the 30 days of the conclusion of the Annual general meeting. Also, In case of a resolution to be passed through postal ballot the minutes of the resolution in shall be prepared and kept in the office.

The Signing of the Minutes

Each page of every minute book shall be initialed or signed by the chairman of the meeting within the aforesaid period of 30 days. In case there is no chairman of the board or the death /incapability of that chairman within that period, by a director authorized by the board.