Introduction

Dictionary meaning of meeting can be stated as, an assembly of people for a particular purpose. So in legal sense for Company Law we can say that meeting means group of people to discuss matters in which they share a common interest. Every assembly or gathering does mean a meeting. Company meeting must be convened(call together) and held as per the provisions of the Companies Act, 2013 and the rules framed thereunder.

The decision making powers of a company are vested in the Members and the Directors and they exercise their powers through resolutions passed by them. General meeting are the right platforms to express their will for management of affairs of the company.

Convening one such meeting every year is compulsory. Holding more general meetings is based on the different provisions of the Companies Act, 2013. A company is required to hold meetings of the members to take approval of certain business items, as prescribed in the Act.

 Types of Company Meetings

Shareholder’s Meetings : Shareholder’s meetings can further be classified as : Statutory Meeting, Annual General Meeting and Extra-Ordinary General Meeting.

Director’s Meetings : Director’s Meetings can further be classified as : Board Meetings and Committee Meetings.

Special Meetings : Special Meetings can further be classified as : Class Meetings and Creditor’s Meeting.

Annual General Meeting (Section 96)

Every company, whether public or private, has to hold a periodical general meeting of its members annually for the purpose of transacting its routine ordinary business. Such a meeting is called the ‘Annual General Meeting’ provisions of which are given in section 96 of the Companies Act, 2013.

Section 96 requires that, every company other than OPC(One Person Company) must, in each year, hold an Annual General Meeting in addition to any other meeting in that year and must specify that the meeting is ‘Annual General Meeting’ (AGM) in the notices calling it.

* In case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the company.If a company holds its first annual general meeting as aforesaid, 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 closing of the financial year.

*The gap between two annual general meetings should not exceed 15 months.

In case, it is not possible for a company to hold AGM, the Registrar may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period not exceeding three months.

*Every annual general meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday and shall 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 situate. The Central Government however, may exempt any company from the provisions of this sub-section i.e. 96(2) subject to such conditions as it may impose.

* “National Holiday” means and includes a day declared as National Holiday by the Central Government.

* Amendment of section 96(2) vide Companies (Amendment), Act 2017 provides that, an unlisted company can hold its AGM anywhere in India if consented by all members in writing or in electronic mode which is obtained in advance.

Default in holding the annual general meeting

Where a company fails to hold AGM, it may have to face two consequences.

(Section 97) : First, any member may apply to The Tribunal for directing the company to call the meeting and, The Tribunal may give such ancillary or consequential directions as the Tribunal thinks expedient for calling meeting. Further, The Tribunal may direct that one member of the company present in person or by proxy shall be deemed to constitute a meeting.

(Section 99) : Secondly, If any default is made in holding a meeting of the company in accordance with section 96 or section 97 or in complying with any directions of the Tribunal, 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 the case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues.

In S.S. Jhunjhunwala v. State, it was held that, the managing director who was insisting uppon his collegues to call annual general meeting but failed in his efforts, could not be held to be an ‘officer in default’.

In Tapan Kumar Choudhary v. Company Registrar, the annual general meeting could not be called due to industrial unrest in the company for a long time which made it difficult for directors to meet together. The Court held it to be a reasonable cause for not calling the general meeting and therefore, the Company was held not guilty for default under sec 96.

Notice of Meeting 

A general meeting of a company may be called by giving not less than clear twenty-one days’ notice either in writing or through electronic mode in such manner as may be prescribed. But meeting can be called after giving short notice if consented by atleast 95 % of members eligible for voting either by in writing or by electronic mode. Every notice of a meeting shall specify the place, date, day and the hour of the meeting and shall contain a statement of the business to be transacted at such meeting.

Business to be transacted at annual general meeting

AGM provides forum for shareholders to come together and review the working of the company for preceding year. The business to be transacted in AGM is classified into two heads (i) Ordinary Business and (ii) Special Business.

The ordinary business to be transacted at the AGM is related to,

• the consideration of financial statements and the reports of the Board of Directors and auditors;
• the declaration of any dividend;
• the appointment of directors in place of those retiring;
• the appointment of, and the fixing of the remuneration of, the auditors.

The Special Business : All other business transacted are treated as Special Business.

Quorum for Meetings

For Private company, 2 members personally present shall be quorum

For Public company, 5 members personally present if no of members as on date of meeting is less than 1000, 15 members personally present if no of members as on date of meetingis more than 1000 but less than 5000 members, 30 members personally present if no of members as on date of meeting exceed 5000 members.