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Learn more about Notice of Meeting in India

The purpose of a Meeting Notice is to notify company members about the business that will be conducted at the meeting. A company’s general meeting must adhere to the standards outlined in the Company Act and other Indian legislation. Failure to do so may result in severe penalties. The meeting notification can be issued to the partners through registered mail with acknowledgement of receipt 21 days or 14 days before the meeting. You may acquire a model of notice of meeting from Themis Partner in order to start with your general meeting. Furthermore, our partner lawyers are available to assist you with this procedure if necessary. Use this meeting notice prior to an ordinary or extraordinary meeting to advise shareholders and directors of the meeting’s date, time, and location, as well as the broad nature of the business to be transacted.

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When should a Notice of Meeting be sent?

All shareholders must be given a clear 21-day notice in writing or via electronic means. In the event of a section 8 corporation, 14 days’ clear notice is necessary rather than 21 days. ‘Clear days’ are days other than the day of the notice of service and the day of the meeting.  If a notice of general meeting is delivered by post, it is presumed to be served 48 hours after the letter containing the same is sent. Every one of the 21 days must be full or complete. The day on which the notice is regarded to have been served on the member, as well as the day of the general meeting, must be added to the 21-day period.

What is included in the Notice of Meeting Letter?

The goal of the Extraordinary General Meeting (EGM) notice is to notify company members about the business that will be conducted at the meeting. As a result, the notification should include the following details:

➤ The location of the EGM
➤ The EGM's date and hour
➤ Who called the EGM? EGMs can be called by the board of directors, either on its own initiative or on the request of members of the company who own at least 10% of the total number of paid-up voting shares, or by two or more members of the company who own at least 10% of the overall number of issued shares (excluding treasury shares)
➤ The broad scope of the business issues to be covered during the conference. It is critical that enough information be provided so that members may make educated decisions about whether to attend the meeting and vote for or against any suggested resolutions. - Instructions for company members who wish to designate proxies to represent and vote on their own
➤ Instructions for corporations that are company members to appoint representatives to act on their behalf

Who should receive the Notice of Meeting

You should notify all the members of your company:

➤ Auditors
➤ Directors
➤ Secretarial auditor
➤ Debenture trustee
➤ Other people entitled to it

Who can call a company general meeting?

1. In the case of a company with a share capital, such number of members who hold, on the date of receipt of the requisition, not less than one-tenth of the company’s paid-up share capital that carries the right of voting on that date.

2. In the case of a company without a share capital, the number of members who have not less than one-tenth of the total voting power of all members with a right to vote on the date of receipt of the requisition.
A meeting of the requisitionists should be convened and held in the same manner as a meeting of the Board.

Any rational costs involved by the requisitioner in calling a meeting under sub-section  shall be compensated by the company, and the sums so paid shall be deducted from any fee or other remuneration payable to such of the directors who were in default in calling the meeting under the Companies Act, 2013.

What is an annual general meeting?

An Annual General Meeting (AGM) is convened to allow interaction between the company’s management and shareholders. Except for one-person corporations (OPCs), all firms shall have an AGM at the conclusion of each fiscal year. A firm must have its AGM within six months of the conclusion of the fiscal year. In the event of a first annual general meeting, however, the corporation might convene the meeting in fewer than nine months from the end of the first fiscal year. There is no requirement to convene an AGM in the year of incorporation if the first AGM has already been held. Please keep in mind that the duration between two annual general meetings should not exceed 15 months.

An Annual General Meeting should take place only during business hours, between 9 a.m. and 6 p.m. The meeting can take place on any day that is not a national holiday, including Central Government holidays. The meeting may be conducted at any location within the city, town, or village in which the registered office is located. A government corporation may also convene its AGM in any other location approved by the Central Government. An unlisted firm may convene an AGM in any location in India after acquiring written or electronic authorization from its members. In the case of a Section 8 company, the Board determines the date, time, and location of the AGM at accordance with the orders issued in the company’s general meeting.

What is an extraordinary general meeting?

Except for the statutory and annual general meetings, all general meetings of a corporation in India are referred to as extraordinary general meetings. Between two annual general meetings, there is a year or 18 months. As a result, if an important matter emerges between two annual general meetings that require shareholder approval, an extraordinary general meeting might be convened.
According to the Companies Act of 2013, any matter discussed in an extraordinary general meeting (EGM) is deemed special business. An EGM serves a dual purpose. First, an EGM is used to inform them about critical corporate concerns and, if required, to force them to attend the meeting in person whenever feasible.

Second, the EGM requires the corporation to offer additional information about the business to be conducted at the EGM in the form of an explanatory statement to the shareholders. Typically, the explanatory statement attached to the notice of extraordinary general meeting includes the following information:

➤ The nature of the concern or interest, whether financial or otherwise
➤ Information and facts that may assist members in understanding the meaning, extent, and ramifications of business issues and making choices

What are the penalties for not following the procedures?

Except for the statutory and annual general meetings, all general meetings of a corporation in India are referred to as extraordinary general meetings. Between two annual general meetings, there is a year or 18 months. As a result, if an important matter emerges between two annual general meetings that require shareholder approval, an extraordinary general meeting might be convened.
According to the Companies Act of 2013, any matter discussed in an extraordinary general meeting (EGM) is deemed special business. An EGM serves a dual purpose. First, an EGM is used to inform them about critical corporate concerns and, if required, to force them to attend the meeting in person whenever feasible.

Second, the EGM requires the corporation to offer additional information about the business to be conducted at the EGM in the form of an explanatory statement to the shareholders. Typically, the explanatory statement attached to the notice of extraordinary general meeting includes the following information:

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