General Meeting of a Company - An analysis of provisions in brief

[Alok Rudra]

Once again a topic sounds very easy but certain understanding is always required while you plan for General meeting of shareholders of your company or doing secretarial or compliance audit. I am sure almost all readers are comfortable on this issue but this piece of article in brief I am giving you for refreshing your dormant knowledge part of your conscious mind—

Section 171 to 186 of the Companies Act, 1956 deal with and prescribes various regulations relating to General Meetings (whether AGM or EGM). It is worth to point out here that these provisions are applicable subject to the provisions provided by Section 170 of the Companies Act, 1956.

 Let me give you in brief, the analysis and overall applicability of Section 170, which is going to be the subject matter of our discussion in this article.

·         The provisions of Section 171 to 186 apply to all public companies and private companies that which are subsidiaries of public company.

The Companies (Amendment) Act, 2000 amended the definition of "Public Company", now a private company which is a subsidiary of a public company is a public company. Hence, we can safely say the provisions of Section 171 to 186 apply to all public companies.

·         In case of private companies also, unless otherwise stated specifically in the Act, or specifically provided in the Articles of Association of the Private Companies, the various provisions given under Section 171 to 186 will apply.

In other words, provisions of Section 171 to 186 apply to private companies also. But you need to pay attention to exceptions in case of private company provided in the Act itself and Articles of Association of a private company.

·         In respect of the provisions relation to proxies, suitable modification should be made in accordance with the rules made by Central Government for the class of members like Preference Shareholders or Debenture holders.

·         The provisions between 171 to175 and 177 to 186 will apply to Class meeting subject to the provisions of any contract binding between the members of such class.

·         It should be noted that no provision in the Articles or in the contract should be inconsistent with the provisions of the Act applicable to such companies.

Law relating to General Meetings is provided under Regulation 47 to 63 of Table A in respect of companies limited by shares. In the absence thereof, the common law relating to Meetings will apply.