State Legal Provisions regarding Annual General Meeting

The subject line in the email must be the company name, the notification of the session type, the location and date of the scheduled meeting, and the notification, if sent by email, in the form of a non-editable attachment to the email, this attachment must be in portable document format or in a non-editable format with a “link or instructions” for the recipient to download the version relevant to the software. The Company`s auditor may or may not be present at the Annual General Meeting. Written questions can be addressed to the auditor a few days before the meeting. A copy of all questions should be made available not only to the auditor but also to meeting participants. Unless otherwise provided in the articles of the company, any resolution may be voted on by show of hands. For larger meetings, poll voting is considered more accurate because the company has a clear result. Decisions are made by ordinary and special resolutions. In the case of special operations, however, the resolution may be adopted as an ordinary resolution or a special resolution, depending on the applicable legal provisions. A special resolution requires at least 75% of the votes for the resolution. However, in the case of a first ordinary general meeting, the company may hold the general meeting less than nine months after the end of the first financial year. In such cases, where the first general meeting is already held, it is not necessary to hold a general meeting during the founding year. Please note that the interval between two general meetings should not exceed 15 months.

Each company must draw up the minutes of the annual general meeting. The minutes of the Annual General Meeting are the written minutes of the minutes of the meeting. They indicate the events and resolutions of the Annual General Meeting. If a company needs to resolve a problem between general meetings, it may call an extraordinary general meeting. A public enterprise may also hold its general meeting at any other place approved by the central government. An unlisted company may hold a general meeting anywhere in India after obtaining the approval of its members in writing or electronically. In the case of a company in accordance with § 8, the board of directors decides on the date, time and place of the annual general meeting in accordance with the instructions of a general meeting of the company. Public companies are required to file annual proxies, known as Form DEF 14A, with the Securities and Exchange Commission (SEC). The filing must specify the date, time and place of the annual meeting, as well as the remuneration of the officers and all material matters of the Corporation relating to the voting of shareholders and the appointment of directors. A corporation`s annual general meeting has been an integral part of the corporate landscape since the first corporate law was passed in 1862.

The Annual General Meeting provides shareholders with the opportunity to examine the contents of the Company`s annual accounts, the reports of the directors and auditors, to elect the composition of the Company`s Board of Directors, to appoint or reappoint the statutory auditors and to consult the Management Board on the conduct of the Company`s affairs during the previous year. It is the forum where shareholders, in large and small companies, have the opportunity to “express themselves”. While the concept of shareholder democracy makes sense, it is reflected in companies` commitment to holding a general meeting for their shareholders. However, as we have seen in this chapter, changes in fashion and the impact of modern practical aspects in recent years have led to a new approach to general meetings, so that in the UK such a meeting is only required by law for listed companies and since the introduction of the Companies (Rights of Shareholders) Regulations 2009 for private companies, that the commercial register may extend the deadline for holding a general meeting by three months. The company must apply for an extension using Form LNG-1, which outlines the reasons for the renewal and the period for which the company requires an extension. The RoC will record the reasons for the extension. However, an extension for the first Annual General Meeting is not possible. Under section 96 of the Corporations Act, 2013, a corporation that is not a sole proprietorship must, in addition to all other meetings, hold a general meeting each year as an annual general meeting and indicate the meeting as such in the notices of meeting, and not more than fifteen months may elapse between two annual general meetings of a corporation.