Chapter 19

Types of General
Meeting
Types of general meeting

Annual general
meeting

Extra ordinary general Any Shareholders meeting other than

meeting AGM

Example: meeting of preference

Class meeting
shareholders etc

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SECTION 96: - ANNUAL GENERAL MEETING

CORE AREAS PROVISIONS

Holding of Every company shall in each year hold in addition to any other meetings, a general
Annual General meeting as its annual general meeting
Meeting But OPC is not required to hold AGM

Time Limit For AGM should be held at EARLIEST of the following dates -
Holding Of AGM 1. Within 6 months from the end of financial year.
Subsequent AGM
2. Within 15 months from the previous AGM.
However ROC May on application extend the time upto maximum 3 months on account of
special reason**. No extension given for the first AGM.
Example of special reason**:-
• If annual accounts are not ready it is not a case of special reason.
Apply For • If fire breaks out at Registered office it is a case of special reason.
Extension
Note: For Extension, apply in GNL-1 Before the prescribed time expires.

AGM

1st AGM Subsequent AGM

Earliest of two dates

- Within 9 months from the end of first
financial year
- No extension by ROC even on special
reason
(i) within 6 months from the closure of
financial year
(ii) within 15 days from previous AGM
(iii) ROC may extend upto 3 months on
special reason

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HARMONIOUS INTERPRETATION FY 2019-2020

Previous AGM CASE A CASE B

18TH MAY 2019 18 TH JULY 2019
1.earliest of:- 18th aug 2020 18th oct 2020
15 months from the date of previous
agm
2.6 months from the closure of 30th sept 2020 30th sept 2020
financial year
ANSWERS ???????

Time Limit For First AGM should be held within 9 months from the end of first financial year. If a
Holding of 1st company holds its first AGM as aforesaid, it shall not be necessary for the company to
AGM hold any annual general meeting in the year of its incorporation.

INCORP DATE FIRST F.Y ENDING DATE FIRST AGM ON OR BEFORE

18-2-19 31-3-2020 31-12-2020
18-9-2019 31-3-2020 31-12-2020
18-12-2019 31-3-2020 31-12-2020
26-12-2018 31-3-2019 31-12-2019
First financial year is 31st march of the next year following the calendar year in which
the company is incorporated.

• 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
Unlisted Co- held either at the registered office of the company or at some other place within
Relaxation the city, town or village in which the registered office of the company is situated :
• Provided that annual general meeting of an unlisted company may be held at any
Can AGM start at place in India if consent is given in writing or by electronic mode by all the members
5pm and in advance. If all the members give consent in Writing or Electronic mode then
continue till unlisted Co can hold AGM at any place in India.
7:45pm?
• Provided further that The Central Government may exempt any company from the
provisions of this sub-section subject to such conditions as it may impose.
Can AGM be Held
on Monday 7pm? Explanation.--For the purposes of this sub-section, “National Holiday” means and
includes a day declared as National Holiday by the Central Government.
Can Adjourned • For Government Company (Refer MCA circular)
AGM be held on Government Company may hold a GM at such other place as CG may approve.
National Holiday.
• For Section 8 Company (Refer MCA Circular)
Yes except for Section 8 Company hold a GM at such time place & date as decided by its BOD as per
matter of Sec directions given by shareholders.
152(7)

Can AGM be Held GOVERNMENT CO. SEC 8 COMPANY

Place YES YES
Outside the city
Day NO YES
On national holiday

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Time NO YES
Outside business hours
Note: Annual General meeting held beyond the time fixed for holding the meeting may be still valid if the
meeting is properly convened, constituted and conducted.

SECTION 97 :- POWER OF TRIBUNAL TO CALL AGM

CORE AREAS PROVISIONS
Power of check 1. If any default is made in holding the annual general meeting of a company under
tribunal to call section 96, the Tribunal may, on the application of any member of the company, call,
annual general or direct the calling of, an annual general meeting of the company and give such
meeting ancillary or consequential directions as the Tribunal thinks expedient:
Provided that such directions may include a direction that one member of the company
present in person or by proxy shall be deemed to constitute a meeting.

SECTION 98 :- POWER OF TRIBUNAL TO CALL EGM

CORE AREAS PROVISIONS
Tribunal to call 1. If for any reason it is impracticable to call a meeting of a company, other than an
an EGM ,if it is annual general meeting, in any manner in which meetings of the company may be
impracticable to called, or to hold or conduct the meeting of the company in the manner prescribed by
call an EGM this Act or the articles of the company, the Tribunal may,

• EITHER SUO MOTU or

• on the application of any director or member of the company who would be
entitled to vote at the meeting,--
a. order a meeting of the company to be called, held and conducted in such manner
as the Tribunal thinks fit; and
b. give such ancillary or consequential directions as the Tribunal thinks expedient,
including directions modifying or supplementing in relation to the calling, holding
One Man and conducting of the meeting, the operation of the provisions of this Act or
meeting Present articles of the company:
in the meeting
Called By NCLT is Provided that such directions may include a direction that one member of the company
a Valid meeting present in person or by proxy shall be deemed to constitute a meeting.

2. Any meeting called, held and conducted in accordance with any order made under
sub-section (1) shall, for all purposes, be deemed to be a meeting of the company
duly called, held and conducted.

SECTION 99 :- PUNISHMENT FOR DEFAULT IN COMPLYING WITH PROVISIONS OF SECTIONS 96 TO 98

CORE AREAS PROVISIONS

Fine on Co and If any default is made in holding a meeting of the company in accordance with section 96
every officer at or section 97 or section 98 or in complying with any directions of the Tribunal:
default. • the company ,AND

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• 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

SECTION 100 CALLING OF EGM

CORE AREAS PROVISIONS
BOD may call The Board may, whenever it deems fit, call an extraordinary general meeting of the
EGM on its own company.
Provided that an extraordinary general meeting of the company, other than of the wholly
Place of EGM: owned subsidiary of a company incorporated outside India, shall be held at place within
Anywhere in India.
India
Foreign Co. (Holding Co.)
Exception: |
Sometimes Indian Co. ((100% Subsidiary)
outside India This Indian Co’s EGM may be held outside India.

BOD May call The Board shall, at the requisition made by,--
EGM on a. in the case of a company having a share capital, such number of members who hold,
Requisition being on the date of the receipt of the requisition, not less than one-tenth of such of the
raised by the paid-up share capital of the company as on that date carries the right of voting;
shareholders b. in the case of a company not having a share capital, such number of members who
have, on the date of receipt of the requisition, not less than one-tenth of the total
voting power of all the members having on the said date a right to vote, call an
extraordinary general meeting of the company within the period specified in
subsection (4).

Manner of sending notice by Requisitionists:-

The requisition made under sub-section (2) shall set out the matters for the consideration
of which the meeting is to be called and shall be signed by the requisitionists and sent to
the registered office of the company.

Requisitionists 1. If the Board does not, within 21 days from the date of receipt of a valid requisition in
can call EGM if regard to any matter, proceed to call a meeting for the consideration of that matter
BOD Fails to do on a day not later than 45 days from the date of receipt of such requisition, the
meeting may be called and held by the requisitionists themselves within a period of
3 months from the date of the requisition.
2. A meeting under sub-section (4) by the requisitionists shall be called and held in the
same manner in which the meeting is called and held by the Board.
3. Any reasonable expenses incurred by the requisitionists in calling a meeting under
sub-section (4) shall be reimbursed to the requisitionists by the company and the
sums so paid shall be deducted from any fee or other remuneration under section
197 payable to such of the directors who were in default in calling the meeting.

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Date of Deposit of Request:-

Members holding1/10th of paid up Equity sh. capital carrying voting rights make written request, sign and
file at
Within 21 days steps are taken to call EGM registered office
So that meeting can be held within 45 days
Otherwise shareholders will themselves call the meeting within 3 months

AGM For Top 100 Listed Entities – Time line is different

(a) The top 100 listed entities by market capitalization, determined as on March 31st of every financial year,
shall hold their annual general meeting within a period of five months from the date of closur of the financial
year
(b) The top 100 listed entities shall provide one-way live webcast of the proceeding of the annual general
meeting
Explanation- The top 100 entities shall be determined on the basis of market capitalization, as at the end of the
immediate previous financial year

EGM

Called by BOD on its Called by BOD on called by NCLT when it

own Even on National Request of certain is Impracticable Ex:
Holiday & Outside Members under Sec Deadlock in
Business Hours 100 Management of the Co

Suo Moto

On the application
of any director

Any
Shareholder

Note- If BOD do not call the EGM on request of members within the prescribed time and the requisitionists
themselves call the EGM then EGM should be held during Business hours and on a day other than National
Holiday.
Example: Total members in Co 800. 60 Members applied to BOD to call EGM. These 60 members hold 15% of
paid up equity share capital. Is the requisition Valid?

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PAST EXAM QUESTIONS

QUES 1 To remove the Managing director, 40% members of Global Ltd. submitted requisition for holding
extra ordinary general meeting. the company failed to call the said meeting and hence the
requisitionists held the meeting. Since the Managing Director did not allow the holding of meeting
at the registered office of the Company, the said meeting was held at some other place and a
resolution for removal of the Managing Director was passed. Examine the validity of the said
meeting and resolution passed therein in the light of the Companies Act,2013.

Ans Section 100(2) of the Companies Act,2013 makes it obligatory on the Board of Directors to convene
an extra ordinary meeting of members if requisitioned by the stipulated number of members
(members holding at least 10% of paid up share capital carrying voting rights) 40% of members
constitute the required number and the board of directors have violated the provisions of law by
not calling the meeting.
However, Section 100(4) of the Companies Act,2013 provides that if Board fail to proceed to call a
meeting within 21 days from the date of receipt of a valid requisition for a date within 45 days of
the receipt of the requisition, the requisitionists may themselves call a meeting within 3 months of
the date of the requisition.
Moreover, where a meeting is called by the requisitionists and the registered office is not made
available to them it was decided in R. Chettiarv.M. Chettiar that the meeting may be held
anywhere else. EGM can be held anywhere in India
Further, resolutions properly passed at such a meeting are binding on the company.
Thus, in the given case, since all the above mentioned provisions are duly complied with. Hence, the
meeting with the resolution removing the managing director shall be valid.

QUES 2 Examine the validity of the following with reference to the relevant provisions of the Companies
Act , 2013 ;-
i. The Board of Directors of a company refuse to convene the extraordinary general meeting
of the members on the ground that the requisitionists have not given reasons for the
resolution proposed to be passed at the meeting .
ii. The Board of Directors refuse to convene the extraordinary general meeting on the ground
that the requisitions have not been signed by the joint holder of the shares .
iii. Adjournment of extraordinary general meeting called upon the requisition of members on
the ground that the quorum was not present at the meeting.

Ans As per section 100, the Board of directors must convene a general meeting upon requisition by the
stipulated minimum number of members. Further the requisition for convening an EGM of
members, shall set out the matters for the consideration of which the meeting is to be called and
shall be signed by the requistionists and sent to the registered office of the company. The
requisitioning are not required to give reasons for the resolutions proposed so long as the matters
are to be dealt with at meeting are disclosed.
Based on the above provisions of the Companies Act, 2013 the validity of the cases presented in the
question would be as under: -
(i) (i) In view of the above law, the board of directors cannot refuse to convene the meeting if the
reasons for the resolution are not given. What is required to be stated is the objects of the meeting
and resolutions to be passed. In given problem, the Board of Directors cannot refuse to convene
the meeting because reasons for the resolution is not given.

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(ii) (ii) Where two or more persons hold any shares or interest in a company jointly, a requisition, or
notice calling a meeting, signed by one or some of them shall have the same force and effect as if it
had been signed by all of them. On the basis of above, the Board of Directors has no right to refuse
to convene the meeting in the given problem.
(iii) As per section 103 of the Companies Act, 2013, if the quorum is not present within half an hour
from the appointed time for holding a meeting of the company, the meeting, if called on the
requisition of members, shall stand cancelled. Therefore, the meeting stands cancelled and the
stand taken by the Board of Directors to adjourn it is proper in the given problem.

QUES 3 ABTF Ltd unlisted Co registered in Mumbai wants to hold its AGM in Delhi on 15thSept 9:30am. Is it
allowed

Ans According to Companies Act 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:

Provided that annual general meeting of an unlisted company may be held at any place in India if
consent is given in writing or by electronic mode by all the members in advance.

QUES 4 XYZ Ltd wants to hold its EGM in Karnataka The registered office of XYZ Ltd is in Tamil Nadu.
Advice what will be your answer if a XYZ Ltd is a subsidiary of a foreign Co. 70% Subsidiary

Ans (1)
According to Companies Act The Board may, whenever it deems fit, call an extraordinary general
meeting of the company.
EGM ON REQUEST OF MEMBERS
Provided that an extraordinary general meeting of the company, other than of the wholly owned
subsidiary of a company incorporated outside India, shall be held at place within India.
Since X ltd is not a 100% subsidiary, it cannot hold EGM Outside India.

QUES 5 Examine the validity of the following statements in respect of Annual General Meeting (AGM) as
per the provisions of the Companies Act, 2013: (i) The first AGM of a company shall be held within
a period of six months from the date of closing of the first financial year. (ii) The Registrar may, for
any special reason, extend the time within which the first AGM shall be held. (iii) Subsequent
(second onwards) AGMs should be held within 6 months from closing of the financial year. (iv)
There shall be a maximum interval of 15 months between two AGMs. (4 Marks)

Ans 1. According to section 96 of the Companies Act, 2013, first annual general meeting of the
company should be held within 9 months from the closing of the first financial year. Hence,
the statement that the first AGM of a company shall be held within a period of six months from
the date of closing of the first financial year is incorrect.
2. (ii) According to proviso to section 96(1), the Registrar may, for any special reason, extend the
time within which any annual general meeting, other than the first annual general meeting,

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shall be held, by a period not exceeding three months. Thus, the Registrar cannot extend (for
any reason) the time period within which the first AGM shall be held. Given statement is
incorrect.
3. According to section 96, subsequent AGM (i.e. second AGM onwards) of the company should
be held within 6 months from the closing of the financial year. Hence, the given statement is
correct. (iv) According to section 96, the gap between two annual general meetings should
not exceed 15 months. Hence, the given statement is correct, that there shall be a maximum
interval of 15 months between two AGMs.

QUES 6 Assume yourself as Company Secretary in practice and secretarial auditor of Rama Ltd. which is
having its annual general meeting scheduled on 17th August, 2018 at its registered office in
Mumbai. On 16th August, 2018 you have a business meeting fixed at Kochi and return flight to
Mumbai in the evening of 16th August, 2018. But due to bad weather conditions all flights
departing from Kochi are declared cancelled. Discuss the alternatives available to you with regard
to the annual general meeting of Rama Ltd. (4 marks)

Ans According to section 146 of the Companies Act, 2013 the auditor shall, unless otherwise exempted
by the company, attend either by himself or through his authorised representative, who shall also
be qualified to be an auditor, any general meeting and shall have right to be heard at such meeting
on any part of the business which concerns him as the auditor.
In the given circumstance provision of section 146 is applicable and authorized representative may
be sent to attend the general meeting of the company.

SUMMARY NOTES

Extraordinary general
meeting

Shareholders:- Creditors/debent Directors :-board

general meetings uresholders meetings

Notice Attend Vote

Notice Who attend Vote

1.Members 1.Members
2.Auditors 2.Auditors Members Directors Directors Directors
3.Director 3.Director

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Annual general meeting

Following four items of business are ordinary

business
1. Consideration of accounts
2. Declaration of dividend
3. Appointment of directors in place of retiring Rest all are known as special business
directors
4. Appointment and fix remuneration of
auditors.
Note: In EGM all items are special business

TIME OF EGM

Even ON National Holidays Any Time Called by members if BOD fails to call EGM On
any day except National holiday 9am- 6pm.

Extraordinary general
meeting

Called by tribunal u/s 97 when

Called by BOD on request of it is impracticable
Called by BOD on its own certain members under section
100 Ex-deadlock in management of
the company

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Core areas to be observed 97-NCLT Calls AGM 98-NCLT Calls EGM

Company has defaulted in When it is impracticable to call

Grounds
holding AGM EGM
Any member or
On whose application Any member Any Director or
NCLT on its own
Directions by NCLT for holding
One member personally One member personally present
meeting
present or by proxy shall or by proxy shall form the
(One man meeting is valid
form the Quorum Quorum
sometimes)

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General Meeting / Board Meeting /

Shareholders Meeting of
Meeting Directors

Ordinary Unanimous Board

Special Resolution Board Resolution
Resolution Resolution

All directors
Votes in favour are present at board
Votes in favour > Votes in favour >
at least 3 times the meeting should
Votes against Votes against
votes against vote in favour Sec.
186 Sec. 203

MGT -14 with ROC

within 30 days of
passing special
resolution

Core areas to be AGM EGM called by Other EGM By BOD on its

covered requisitionists Sec. – own or on request of
100(4) and rule 17(2) members
AGM EGM by Requisitionists EGM by BOD
Time 9am-6pm 9am – 6pm Even outside business hours
Day Other than National Holiday Other than National Even on National Holiday
Holiday
Place 1- Registered Office. 4- Any where in Same as 2nd column
2- City, Town, Village of RO India
3- Unlisted Co.- if all members 5- In some cases
outside India if
agree Any where in India
the company is
100% subsidiary
of a foreign
company.

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