General Meeting and its Compliances under Companies Act, 2013

 

                                 General Meeting

Under the Companies Act, 2013, general meetings are gatherings of shareholders or members of a company. These meetings provide a platform for shareholders to discuss and make decisions on important matters concerning the company. Here are some key points regarding general meetings under the Companies Act, 2013:

1. Annual General Meeting (AGM): Every company is required to hold an AGM within 6 months from the end of the financial year. The primary purpose of the AGM is to present and adopt the audited financial statements, appoint or reappoint auditors, declare dividends, and discuss other important matters. The Act specifies that a gap of not more than 15 months should occur between two consecutive AGMs.
2. Extraordinary General Meeting (EGM): Apart from the AGM, a company may hold EGMs as and when necessary to discuss and decide on urgent or special matters that require shareholder approval. EGMs can be called by the board of directors or upon requisition by shareholders holding at least 10% of the paid-up share capital or voting rights.
3. Notice of Meeting: A notice of at least 21 days (or shorter, in certain cases) is required to be given to shareholders before the date of the general meeting. The notice should include the agenda, date, time, and venue of the meeting. The notice is typically sent via post or electronically to the registered address of the shareholders.
4. Quorum: The quorum for a general meeting is a minimum number of members present either personally or through proxies. For public companies, the quorum is a minimum of 5 members present for a public company, and in the case of a private company, it is a minimum of 2 members. The Act specifies that the quorum must be present throughout the meeting.
5. Chairperson: The chairperson of the general meeting is usually the chairman of the company or, in his absence, any director elected by the members present at the meeting.
6. Voting and Resolutions: Decisions at general meetings are usually made through voting. Each shareholder typically has one vote, but in certain circumstances, differential voting rights may be granted. Resolutions passed in general meetings are recorded in the minutes and are binding on the company.
7. Proxy Voting: Shareholders who are unable to attend the general meeting can appoint proxies to attend and vote on their behalf. The proxy must be a member of the company and is required to submit a duly signed proxy form before the meeting.
8. Electronic Voting: The Act provides for electronic voting at general meetings. Public companies with at least 1,000 shareholders are required to provide an electronic voting facility to their shareholders.
9. Postal Ballot: In certain cases, the Act allows companies to conduct voting through a postal ballot instead of a physical or electronic meeting. This method enables shareholders to vote on resolutions by sending their votes through post or electronic means.

It is important to note that the Companies Act, 2013, contains several provisions related to general meetings, and the above points provide only a brief overview. For specific requirements and compliance, it is advisable to refer to the Act itself and consult legal professionals.

Also read: List of ROC Compliances

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