SECRETARIAL STANDARD ON GENERAL MEETINGS

This Standard seeks to prescribe a se t of principles for the convening and conduct of General Meetings  and matters related thereto. The decision-making powers of a company are vested in its Members and the Board of Directors (the Board).  Such powers are exercisable through Meetings of the Members and the Board  respectively.  Except where the law expressly provides that certain powers of a company are to be exercised only by the company in General Meeting, the Board is entitled to exercise all the powers of the company.  Although Members acting through the forum of
a General Meeting exercise ultimate check over a company,  they should not interfere with the exercise by the Board of the powers which are vested in the Board.
Every company is required to hold,  every year, a Meeting of its Members called the Annual General Meeting and may also hold any other meeting,called an Extra-Ordinary General Meeting,  as and when required or on the requisition of Members.  The business to  be transacted at an Annual General Meeting may consist of items of ordinary business as well as special business.  The items of ordinary business specifically required to be transacted at an Annual General Meeting should not be transacted at any other General Meeting. Every public company having a share capital is also required to hold a Statutory Meeting.
If a company defaults in holding its Annual General Meeting in any year, any Member of the company has a statutory right to approach the prescribed authority to direct the company to hold the Meeting.
A company may also hold Meetings of its Members, or class of Members or debenture holders or creditors under the directions of the Court or the Company Law Board or any other prescribed authority, and any such Meeting shall be governed by the Articles or by the rules, regulations and directions prescribed for the conduct of any such Meeting.

Source: The Institute of Company Secretaries of India

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