Statutory Provisions Regarding Annual General Meeting
(Statutory Provisions Regarding Annual General Meeting) The provisions related to Annual General Meeting can be clarified as follows
1. Holding a meeting every year- It is necessary for every company to convene a general meeting every year. All the private and public companies have to convene the annual general meeting. Whenever a company calls an annual general meeting, it must be clearly mentioned in its notice that this meeting is being called as an annual general meeting.
2. Timing of First General Meeting – Every company has to hold its first annual general meeting within 9 months from the end of its financial year. If a company holds its first annual general meeting during this period, it need not hold any annual general meeting in the year of its amalgamation. Mana Mohan Ltd. a. If the amalgamation takes place on 1st January, 2016, this company will have to hold its first annual normal by 31st December, 2017 as its financial year will end on 31st March, 2017. The period of 9 months from March 31, 2017 will end on December 31, 2017. Hence Mohan Ltd. May hold its first Annual General Meeting at any time up to 31st December, 2017.
3. Timing of Annual Meetings – Every general meeting to be held after the first annual general meeting shall be held within 6 months from the end of the financial year of the company.
4. Extending the time of meetings Every company has to hold its first annual general meeting within the stipulated time period. The time limit for its event cannot be extended. But the registrar has the power to extend the time limit for holding subsequent annual general meetings. The Registrar can extend the time limit for holding any Annual General Meeting (except the First Meeting) for a maximum period of 3 months depending upon the specific reason.
5. Interval between two meetings The time interval between two annual general meetings of any company cannot exceed 15 months. If the registrar extends the time of the meeting, then this interval can be up to a maximum of 18 months. The company has to hold its annual general meeting in due course whether the accounts of the company are ready for presentation or not. 6. Meeting Hours – The meeting can be called on any working day or working hours.
Is. Business hours mean the hours from 9 a.m. to 6 p.m. It should be noted that the meeting must start in the working hours but the meeting can continue even after the end of the working hours.
7. Day of the Assembly – The meeting may be held on any day which has not been declared as a national holiday. Therefore, the Annual General Meeting of the Company cannot be convened on any Sunday and any other national holiday. But it can be done if the day of the meeting is declared as a ‘National Holiday’ after the notice of an annual general meeting has been sent to the meeting.
8. Place of Meeting Every company should hold its annual general meeting at its registered office or in the city, village or town where the registered office of the company is situated.
9. Exemption by the Central Government – The Central Government can also relax the provisions of the time, place and date of the annual general meeting to any company. The Central Government may also give such exemption subject to certain conditions. 10. Notice of the meeting Every annual general meeting is organized by giving a clear notice of 21 days.
can be done. This information may be given in writing or by electronic means but
Sometimes the Annual General Meeting may also be called on notice of less than 21 days.
11. Contents of the notice – The place, date, day and time of the meeting should be mentioned in the notice of the meeting. It should also contain the details of the business which is proposed to be done in that meeting. The following should be mentioned in the statement of business of the Annual General Meeting (i) to consider the financial statements, the reports of the directors and the auditors.
(ii) To declare dividend.
(iii) to appoint directors in place of retiring directors.
(iv) To determine the appointment and remuneration of auditors. In addition to these, if the company wishes to do any special business in its annual general meeting,
If so, in the notice of the House, the details of such business should be made separately under the head ‘Special Business’. 12. The following persons are entitled to receive information in each annual general
of the assembly
are entitled to receive information
(i) every member of the company.
(ii) the legal heir of each deceased member.
(iii) the assignee of the insolvent member or the liquidator of the company.
(iv) Auditor of the company.
(v) every director of the company.
(vi) If the company is listed then to the respective stock exchange.
13. Annexure to the Notice of the House – The following documents should be attached to each Annual General
(i) A copy of the financial statements for the relevant financial year.
(ii) A copy of the report of the Board of Directors.
(iii) a copy of the auditor’s report.
(iv) Important explanatory details of each of those business if special business is done in the House.
of the facts with the notice of the meeting
14. Acting number – If there is no provision for a large number of quorum in the articles of the company, then the members of the front number should be personally present for the quorum in the annual general meeting of the public company.