Overview of General Meeting

INTRODUCTION

A meeting may be generally defined as a gathering or assembly or getting together of a number of persons for transacting any lawful business. There must be at least two persons to constitute a meeting. Therefore, one shareholder usually cannot constitute a company meeting even if he holds proxies for other shareholders. However, in certain exceptional circumstances, even one person may constitute a meeting.

CONVENING VALID GENERAL MEETING

The essentials of a valid meeting are that the meeting should be:

1.Properly convened

• The meeting must be called by proper authority; and
• Proper notice must be served.

2. Properly constituted

• Proper quorum must be present in the general meeting.
• Proper chairman must preside the meeting.

3. Properly conducted

• The business must be validly transacted at the meeting i.e. resolutions must be properly moved and passed, and voting by show of hands and on poll.
• Proper minutes of the meeting must be prepared.

NOTICE OF MEETING

1. A 21 days clear notice is required to be given to all the shareholders in writing or through electronic mode. In case of section 8 company, 14 days’ clear notice is required instead of 21 days. ‘Clear days’ means days exclusive of the day of the notice of service and of the day on which the meeting is held.
2. Where a notice of general meeting is sent by post, it shall be deemed to be served at the expiration of 48 hours after the letter containing the same is posted. Each of the 21 days must be full or complete days. The day on which the notice is deemed to be served on the member, and the day of the general meeting have to be in addition to the 21 days.
3. General meeting may be called after giving shorter notice, if consent in writing or by electronic mode, is accorded -
   1. in the case of an annual general meeting, by not less than ninety-five percent of the members entitled to vote; and
   2. in the case of any other general meeting, by members of the company -
      1. holding, if the company has share capital, majority in number of members entitled to vote and who represent not less than ninety-five per cent of such part of the paid-up share capital of the company as gives a right to vote at the meeting; or
      2. having, if the company has no share capital, not less than ninety-five per cent of the total voting power exercisable at that meeting:
   3. As per SS2, the request for consenting to shorter notice and accompanying documents shall be sent together with the Notice and the Meeting shall be held only if the consent is received prior to the date fixed for the Meeting from not less than ninety five per cent of the Members entitled to vote at such Meeting.

AGENDA OF THE MEETING

Section 102 of the Companies Act, 2013 deals with the agenda of the meeting and it states that a detailed agenda of the meeting must be circulated along with the notice to the directors. In case of any special business, an explanatory statement shall be attached to the notice.