2. Annual Return (Sec 92)

• Every company must file an Annual Return with the RoC.
  • Form MGT-7 for most companies.
  • Form MGT-7A (abridged) for One Person Companies (OPC) and Small Companies.
• It must be filed within 60 days of the AGM.
• If no AGM is held, it must be filed within 60 days of the date the AGM should have been held.

Signing & Certification

• Signed by a Director and the Company Secretary (or a CS in Practice if none).
• For OPC/Small Company, signed by the CS or a Director.
• Must be certified by a CS in Practice for listed companies or companies with paid-up capital ≥ ₹10 crore or turnover ≥ ₹50 crore.

3. General Meetings

• Annual General Meeting (AGM) - Sec 96: Held every year.
  • First AGM: Within 9 months from the end of the first financial year.
  • Subsequent AGMs: Within 6 months from the end of the financial year.
  • Gap between two AGMs cannot exceed 15 months.
• Extra-Ordinary General Meeting (EGM) - Sec 100: Any general meeting that is not an AGM, held for urgent business.

Who can call an EGM?

• The Board of Directors
  The Board can call an EGM on its own at any time.
• The Board on Requisition
  Members holding at least 1/10th of voting power can request the Board to call an EGM. The Board must then call a meeting within 45 days.
• Requisitionists Themselves
  If the Board fails to call the meeting within 21 days of the request, the members who made the request can call the EGM themselves.

4. Notice of Meeting (Sec 101)

• A notice of at least 21 clear days must be given for a general meeting.
• "Clear days" means the date of sending the notice and the date of the meeting are excluded.
• Notice can be given in writing or electronically.

Shorter Notice

A meeting can be called with shorter notice if consent is given by:

• For an AGM: Not less than 95% of members entitled to vote.
• For an EGM: A majority of members who also represent at least 95% of the paid-up share capital with voting rights.

Explanatory Statement (Sec 102)

For any special business, an explanatory statement must be attached to the notice, giving all material facts to help members make an informed decision.

5. Quorum & Proxies

Quorum (Sec 103)

Minimum number of members who must be present:

• Private Company: 2 members personally present.
• Public Company:
  • Up to 1000 members: 5 members
  • 1001 to 5000 members: 15 members
  • More than 5000 members: 30 members
• If quorum is not present within 30 minutes, the meeting is adjourned. If it was called by requisitionists, it is cancelled.

Proxies (Sec 105)

• Any member entitled to attend and vote can appoint another person (a proxy) to attend and vote for them.
• A proxy cannot speak at the meeting and can only vote on a poll.
• A person can be a proxy for up to 50 members.

6. Voting

Methods of Voting:

• Show of Hands (Sec 107): The default method. Each member has one vote.
• Electronic Means (Sec 108): Mandatory for listed companies and those with over 1000 members.
• Poll (Sec 109): Can be demanded by the Chairman or members holding at least 1/10th of voting power or shares worth ₹5 lakh. Votes are counted based on shareholding.
• Postal Ballot (Sec 110): Voting by post or e-voting without holding a meeting. Mandatory for certain key resolutions.

Resolutions (Sec 114)

• Ordinary Resolution: Passed if votes in favour are more than 50% of votes cast.
• Special Resolution: Passed if votes in favour are at least 3 times (75%) the votes cast against. The intention to pass it as a special resolution must be specified in the notice.

7. Minutes (Sec 118)

• Every company must keep minutes of all proceedings of general meetings, Board meetings, and committee meetings.
• Minutes must be prepared, signed, and entered into the minute book within 30 days of the conclusion of the meeting.
• They must contain a fair and correct summary of the proceedings.

Signing of Minutes:

• General Meeting: By the Chairman of that meeting (or if unable, by a director authorized by the Board).
• Board/Committee Meeting: By the Chairman of that meeting or the Chairman of the next succeeding meeting.

Inspection (Sec 119)

Minute books of general meetings must be kept at the registered office and be open for inspection by any member, free of charge.