SS-2 General Meetings

SS-2 General Meetings

General Meetings can be broadly categorised as follows

(i) Annual General Meeting - Every company is required to hold, during every Calendar Year, a Meeting of its Members called the Annual General Meeting. The importance of the Annual General Meeting arises out of the nature of business transacted at this Meeting. Broadly there are two types of business that are transacted at an Annual General Meeting – Ordinary Business and Special Business. 

At an Annual General Meeting, consideration of financial statements & consolidated financial statements and reports of the Board of Directors and the auditors, declaration of dividend, appointment of Directors in place of those retiring and approval or ratification of appointment of the Auditors and fixing their remuneration are Ordinary Business. 

Any other item of business is referred to as Special Business and may also be transacted at an Annual General Meeting. Annual General Meetings provide Members with an opportunity to collectively discuss the affairs of the company and to exercise their ultimate control over the management of the company. 

If a company defaults in any year in holding its Annual General Meeting, any Member of the company has a statutory right to approach the Company Law Board (CLB)/National Company Law Tribunal (Tribunal) to call or direct the company to call an Annual General Meeting. 

(ii) Extra-Ordinary General Meeting - A company may also hold any other Meeting of its Members called an Extra-Ordinary General Meeting, as and when required or at the requisition of the Members. An Extra-Ordinary General Meeting is convened for transacting Special or Urgent business that may arise in between two Annual General Meetings. All business transacted at an ExtraOrdinary General Meeting are called Special Business. 

(iii) Meeting of a Class of Members - Such Meetings are held to pass Resolutions which only bind the Members of the concerned class. Only Members of that class can attend such Meetings and speak as well as vote thereat, e.g. Meetings of holders of preference shares. Such Meetings are required to be convened when it is proposed to vary the rights of the holders of a particular class of shares. Provisions which govern General Meetings are mutatis mutandis applicable to such Meetings. 

(iv) Meetings of Debenture Holders, Creditors etc. - Such Meetings are held to pass Resolutions which bind the debenture holders or creditors, as the case may be, of the company. The debenture holders or creditors, as the case may be, can attend such Meetings and speak as well as vote thereat. Provisions which govern General Meetings are mutatis mutandis applicable to such Meetings. 

(v) Other Meetings - In addition to the abovementioned Meetings, a company may also hold Meetings of its Members, debenture holders or creditors under the directions of the Court or the CLB/Tribunal or any other authority.