Question

Explain the different types of General Meetings of company.

Answer 1

(1) Annual General Meeting (Section 96 to 98)
(A) Meaning: A meeting of all the shareholders which is held once in every calendar year as per the provisions of Section 96 to 98 of the Companies Act, 2013, is called an Annual General Meeting.
(B) Purpose of Annual General Meetings: (1) To approve annual accounts. Directors' report and auditors‘ report (2) To declare dividend (3) To elect Directors in place of retiring Directors and (4) to appoint auditors and fix their remuneration (5) To provide an opportunity to the shareholders (members) to discuss and review the progress and performance of the company.
(C) Legal Provisions:
(i) Time of holding Annual General Meeting: The first Annual General Meeting must be held within 9 months from the date of closing first financial year.
Thereafter subsequent Annual General Meeting should be held within 6 months of the closing of the financial year. The gap between two consecutive Annual General Meetings shall not be more than 15 months. On the request of the company. Registrar of Companies may extend the time to conduct Annual General Meeting by further period of not more than 3 months. However, this extension cannot be granted in case of first Annual General Meeting. These legal provisions are not applied to One Person Company.
(ii) Authority to convene Annual General Meeting : The right to convene this meeting is vested with the Board of Directors.
(iii) Notice : The notice of this meeting must be sent to all the members of the company at their registered address by post or through electronic mode at least 21 days prior to the date of the meeting.
(iv) Date, time and place of Annual General Meeting : Annual General Meeting must be called during working hours between 9 am to 6 pm on any day except national holiday. It must be held either at the registered office of the Company or at any other place within the city in which registered office in located.
(v) Quorum: The requisite Quorum for Annual General Meeting is:

Sr no	Number of shareholder	Requisite Quorum
1	Up to 1000	5 member
2	1000 to 5000	15 member
3	More than 5000	30 member

For private company, requisite quorum is 2 members.

(vi) Adjournment of Meeting: In the absence of requisite quorum, meeting is adjourned and is held on the same day, time and place next week.
(vii) Default : In case the company fails to hold Annual General Meeting, the company and every officer of the company who is in default are punishable with fine which may be up to Rs 1 ,00,000 and in the case of continuing default with further fine which way extend up to Rs 5,000 per day.

(2) Extraordinary General Meeting (Section 100):
(A) Meaning: A general body meeting of all the shareholders of a company other than a Statutory Meeting or an Annual General Meeting which is held in between the two Annual General Meetings is called Extraordinary General Meeting.
(B) Purpose : This meeting is convened Whenever it becomes necessary to take an immediate decision on some important issue affecting the business of the company which cannot be postponed till the next Annual General Meeting.
The purpose of Extraordinary General Meeting : (1) Alterations in the clauses of Memorandum of Association such as name clause, domicile clause or object clause. (2) Alteration in Articles of Association. (3) Removal of Director before the
expiry of his term. (4) Removal of auditor before expiry of his term. (5) Voluntary winding-up of company.

(C) Legal Provisions:
(1) Authority to convene Extraordinary General Meeting:
(a) Board of Directors: The Board of Directors has right to call this meeting by giving proper notice to the shareholders.
(b) Board of Directors on requisition of Members : In case of company having share capital, the shareholders holding at least 1/10 of the paid-up share capital carrying voting rights and in the case of a company not having share capital members having 10% of voting powers can request to hold Extraordinary General Meeting. The Board of Directors in such case must hold Extraordinary General Meeting within 45 days of the date of receipt of requisition from the members.
(c) Requisitionist themselves: If the Board unable to call an Extraordinary General Meeting, the meeting can be called by the requisitionist themselves. In such case meeting must be held within 3 months from the date of deposit of requisition. The company in such case is required to reimburse the expenses incurred by the requisitionists to arrange and organise such meeting.
(d) National Company Law Tribunal (NCLT) or Government : If on account of any reason it 13 totally impracticable for a company to hold Extraordinary General Meeting then National Company Law Tribunal can order the company hold it. NCLT has power to order such a meeting on its own or at the request of a Director or any member having voting rights.
(D) Notice: The notice of an Extraordinary General Meeting must be given to the members at least 21 days in advance. If the company intends to transact any special business, it requires to send an explanatory statement to the members along with the notice.
(E) Quorum: The quorum for this meeting is 5 members in case of public company and 2 members in case of private company.