Annual General Meeting, Extraordinary General Meeting and Board Meetings

Annual General Meeting (AGM) — Section 96

Every company other than a One Person Company (OPC) must hold an AGM each calendar year. Key statutory requirements:

• First AGM: within nine months from the closing of the company's first financial year — so there is no need to hold an AGM in the year of incorporation itself.
• Subsequent AGMs: within six months from the close of each financial year, and in any case the gap between one AGM and the next must not exceed fifteen months.
• Extension: the Registrar of Companies may, for special reason, extend the time for holding an AGM (other than the first AGM) by up to three months.
• Time and place: the AGM must be held during business hours (9 a.m. to 6 p.m.) on a day that is not a National Holiday, and 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 (an unlisted company may, with member consent, hold it anywhere in India).
• Business transacted: the ordinary business of an AGM is fixed by law — consideration of the financial statements and the reports of the Board and auditors, declaration of dividend, appointment/reappointment of directors retiring by rotation, and appointment/ratification of the auditor. Any other matter taken up is special business, and requires an explanatory statement under Section 102.

Extraordinary General Meeting (EGM) — Section 100

An EGM is any general meeting other than the AGM, called to deal with an urgent or important matter of special business that genuinely cannot wait for the next AGM — for example, an urgent alteration of the Articles, a rights issue, or removing a director. It may be called:

• By the Board on its own motion, whenever it thinks fit; or
• On requisition by members holding, on the date of the requisition, not less than one-tenth of the paid-up share capital carrying voting rights (or, where the company has no share capital, not less than one-tenth of the total voting power). The requisition must state the matters to be considered and be signed by the requisitionists. If the Board does not proceed to call the meeting within 21 days of the requisition being deposited, the requisitionists themselves may call the meeting, to be held within three months of the date of the requisition, and can recover reasonable expenses from the company.

Board Meetings — Section 173

A Board meeting is a meeting of the directors of a company, held to take decisions falling within the powers of the Board. Statutory requirements:

• The first Board meeting must be held within 30 days of the date of incorporation.
• Thereafter, a minimum of four Board meetings must be held every calendar year, with the gap between two consecutive meetings not exceeding 120 days.
• Notice: not less than 7 days' notice in writing must be given to every director at his registered address; a meeting may be called at shorter notice to transact urgent business, provided at least one independent director, if any, is present, or, if none is present, the decisions are circulated to all directors and ratified by at least one independent director if any.
• Directors may participate through video conferencing or other audio-visual means, subject to prescribed rules, though certain matters (such as approval of the annual financial statements, the Board's report, and matters relating to amalgamation, merger or takeover) are restricted to a meeting where directors are physically present, unless a minimum quorum of directors is physically present and others participate through such means.

Class Meetings and Creditors' Meetings

Besides meetings of the whole body of shareholders, the law also recognises meetings of a particular group with a distinct interest: …