Company Meetings and Resolutions (AGM, EGM, Postal Ballot)
Company Meetings and Resolutions (AGM, EGM, Postal Ballot)
The exam tests convening, notice, quorum and voting thresholds for general meetings and written resolutions.
Core rules
- AGM: first AGM within 9 months from the end of the first financial year; subsequent AGM within 6 months from the end of the financial year; gap between two AGMs not more than 15 months, with ROC extension up to 3 months.
- EGM: called by board; requisitionists holding at least 10% paid-up capital/voting power may require a meeting; board must call within 21 days and hold within 45 days of requisition.
- Notice: 21 clear days for AGM/EGM; shorter notice with consent of 95% of members entitled to vote. Quorum: public 5, private 2, OPC 1.
- Ordinary resolution: simple majority of votes cast. Special resolution: at least 75% of votes cast. Postal ballot/e-voting applies to prescribed resolutions and companies.
Worked example
At an EGM, 100 members vote: 74 in favour and 26 against. A special resolution fails because 75% of votes cast is required, and 74% is below the threshold. If the resolution were ordinary, it would pass.
Traps
21 clear days excludes the day of service and the day of the meeting. Proxies cannot vote on a show of hands and do not count for quorum. Special notice is 14 days, distinct from the 21-day meeting notice. A special resolution is not 75% of total members, only of votes cast.