Answers:
A company is an artificial
person and therefore, must act through some human intermediary. The various
provisions of law empower shareholders to do certain things. They are
specifically reserved for them to be done in company’s general meetings.
Section 291 empowers the Board of Directors to manage the affairs of the
company. The Act has made provisions for following different types of meetings
of shareholders:
(i) Statutory Meeting;
(ii) Annual General
Meeting;
(iii) Extraordinary General
Meeting; and
(iv) Class Meetings.
Statutory meetings (Section
165)
The most important legal
provisions regarding statutory meetings are:
·
It
is required to be held only by a public company having share capital.
·
It
must be held within a period of not less than one month and not more than six
months from the date on which the company is entitled to commence business.
·
At
least 21 days before the day of meeting, a notice of the meeting is to be sent
to every member stating it to be a Statutory Meeting.
Annual general meeting
(AGM) (Sections 166-168)
As the name signifies, this
is an annual meeting of a company. The provisions relating to this meeting are:
·
Every
company, whether public or private, having a share capital or not, limited or
unlimited must hold this meeting.
·
The
meeting must be held in each calendar year and not more than 15 months shall
elapse between two meetings.
·
The
meeting must be held
o
On
a day that is not a public holiday
o
During
business hours
o
At
the registered office of the company or at some other place within the city,
town or village in which the registered office is situated.
Extraordinary Meeting (EGM)
Section 169
Clause 47 of Table A
(Schedule – I) provides that all general meetings other than AGMs shall be
called the EGMs. The legal provisions as regards such meetings are:
·
EGM
is convened for transacting some special or urgent business that may arise in
between two AGMs, for instance, change in the objects or shift of registered
office or alteration of capital. All business transacted at such meetings is
called special business. Therefore, every item on the agenda must be
accompanied by an ‘Explanatory Statement’.
·
An
EGM may be called by:
o
Directors
of their own accord
o
Directors
on requisition
o
Requisitionists
themselves
o
The
Tribunal. The Board of Directors may call a general meeting of the members at
any time by giving not less than 21 days’ notice. A shorter notice may,
however, be held valid if consent is accorded thereto by members of the company
holding 95 percent or more of the voting rights (Section 171).