Doing Business in India - RSM Austria

In case of certain specified industries, in addition to the regular audits, an audit of
cost accounts is required by a qualified cost accountant who is a member of the
Institute of Cost & Works Accountants of India (ICWAI) holding a certificate of
practice.
3.3 Shareholders Meetings
Every company must hold an Annual General Meeting (AGM). The time limit
between two AGMs should not exceed 15 months. The matters considered at an AGM
(which are known as ordinary business) normally include:
i. The consideration of the accounts, balance sheet and the reports of the
Board of Directors and auditor.
ii. The declaration of dividend.
iii. The appointment of directors in place of those retiring by rotation.
iv. The appointment of and the fixing of the remuneration of the auditor.
Any other business in the AGM or in case of any other meetings is referred to as
special business.
Every member entitled to vote at the AGM must receive a written notice of the
meeting at least 21 days in advance. (a private company may prescribe shorter time
frame for notice period as per its Articles).
The AGM should be held on or before the earliest of the three relevant dates as
prescribed under:
a. six months from the closure of the financial year;
b. 15 months from the previous AGM;
c. last day of the next calendar year.
The date of the profit and loss account should not precede six months from the date
of the meeting, however, in the case of first accounts this period of six months can
extend to nine months.
In addition to the statutory meeting (to be held within six months of commencement
of business by a public limited company only) and the AGM, the Companies Act also
provides for extraordinary general meetings (EGMs). The board of directors may call
EGMs at their discretion. The directors must call an EGM, however, on a request from
members with at least 10% of the voting rights.
A simple majority of votes carries an ordinary resolution but special resolutions
must be supported by the votes of at least 75% of the members voting. Special
resolutions are generally those with constitutional significance for the company
such as, a resolution to alter the memorandum of association or articles of
association or the registration of a private company as a public company or vice
versa and reduction of share capital.
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