Annual General Meeting and Extraordinary General Meeting

While Board Meetings let directors manage day-to-day affairs, general meetings are where the shareholders — the actual owners of the company — exercise direct oversight. The Companies Act, 2013 recognises two principal kinds of general meetings: the Annual General Meeting and the Extraordinary General Meeting.

The Annual General Meeting (AGM), dealt with under Section 96, is a meeting that every company — other than a One Person Company — must hold once every year, giving shareholders a regular, guaranteed opportunity to review the company's performance, approve its financial statements, appoint or reappoint directors and auditors, and declare dividends. Timing is tightly regulated: the first AGM must be held within 9 months from the end of the company's first financial year, while every subsequent AGM must be held within 6 months from the end of the relevant financial year. In addition to these individual deadlines, the Act imposes an overall ceiling — the gap between one AGM and the next must never exceed 15 months — so that shareholders are never left without an annual review for an unreasonably long stretch, even if a company times its meetings right at the edge of the individual deadlines.

An Extraordinary General Meeting (EGM), governed by Section 100, is any general meeting other than the AGM — called to transact urgent or special business that genuinely cannot wait for the next scheduled AGM. Because company affairs do not always move on an annual clock, the law provides two routes to call an EGM: the Board of Directors may decide, on its own motion, that urgent business needs shareholder input immediately; or the members themselves may force the issue by requisitioning a meeting — that is, members holding a specified minimum shareholding (as prescribed under the Act) can require the Board to call an EGM, and if the Board fails to act, the requisitioning members may themselves proceed to call the meeting. This requisition route is an important shareholder-protection mechanism, ensuring the Board cannot simply sit on matters that a substantial section of the ownership considers urgent.

Both kinds of general meeting share a common procedural backbone — notice and quorum requirements — which the Act applies uniformly, and which the next part of this chapter's discussion of resolutions and minutes builds on directly.

Notice of a general meeting (Section 101): a general meeting of any kind, AGM or EGM, must be called by giving not less than 21 clear days' notice, in writing or through electronic means, to every member, every director, and the company's auditor, all of whom are entitled to attend. "Clear days" excludes both the day the notice is served and the day of the meeting itself, giving recipients the full benefit of the 21-day window to prepare.

Quorum for a general meeting (Section 103) depends on whether the company is public or private, and — for a public company — on how many members it has: