Md. Nazrul Islam Khan
Annual General Meeting is a yearly get-together of members of a company to participate as well as raise their voice in its management. Although it’s a statutory obligation
Every company (whether public or private) shall in each year of the Gregorian calendar hold its Annual General Meeting and not more than 15 (fifteen) months shall elapse between 02 (two) meeting. The Registrar of Joint Stock Companies and Firms may, on an application made by a company within 30 days from the date of expiry of the aforesaid period, extend the time for a further period not exceeding 90 days or not exceeding 31st December, whichever is earlier. A company may hold its first AGM within a period of 18 (eighteen) months from the date of its incorporation and the Registrar shall not be entitled to extend the said period.
If any default is made in holding the meeting, the company and every officer of the company who is in default, shall be punishable with fine which may extend to ten thousand taka and in case of a continuing default, with a further fine which may extend to two hundred fifty
Annual General Meeting may be convened by 14 (fourteen) days’ notice in writing stating the time and place of meeting. A shorter notice shall be sufficient if all the members entitled to attend and vote thereat so agreed in writing. The notice shall be served on every member with the statement (agenda) of the business to be transacted at the meeting. “In determining whether a notice given by the directors of a meeting gave sufficient notice of the business to be conducted at the meeting, each case has to be considered on its own merits with reference to the nature of the articles of the company concerned, the nature of the notice given and the nature of the business placed before the meeting.” (AIR 1931 Bom 354). In Young –Versus- Ladies’ Imperial Club reported in  2 KB 523 it was held that as the notice of a meeting did not state the object of the meeting with sufficient particularity it was invalid and consequently the proceedings of that meeting were invalidated.
But accidental omission to give notice or the non-receipt of notice by any member shall not invalidate the proceedings of the meeting. ‘Accidental’ means happening by chance or accident, unintentional, by inadvertence, happening or causing without design, intent or through inattention
The members whose registered addresses are in
Subject to the provisions of Articles of Association (AoA) any member elected by the members present at a meeting shall be entitled to preside over the meeting. Unless AoA provides otherwise for
A member may cast his/ her vote either personally or by a proxy. Proxy means “a person appointed, usually by written authority, by a person entitled to vote personally, to vote at the discretion of the proxy” (Encyclopaedic Law Lexicon, 4th Edition, Volume-3).
Schedule I of the Companies Act, 1994 prescribes the Form for
In United Western Bank Ltd reported in (2002) 3 Comp LJ 247 (CLB) it was held that a proxy cannot be a company as a company, being an artificial entity cannot be present, vote or speak in a meeting. Therefore, a company cannot be appointed as a proxy.
“The practice in general meetings is for voting to take place on a show of hands, a poll is taken only if a valid demand is made. On
Five members present in person or by proxy, or the chairman of the meeting, or any member or members holding not less than one-tenth of the issued capital carrying voting right shall be entitled to demand a poll. Provided that in case of
In AGM the members can appoint or remove directors, pass audited accounts, approve recommended dividend and participate in other businesses transacted at the meeting within the ambit of
The Board of Directors may postpone or cancel any notice convening an annual general meeting but it should not be exercised except for bona fide and proper reasons.  1 Comp. LJ 21. But the voting rights of members shall be determined as at the date of the meeting and not as they would have been if the meeting had been held within the prescribed time.  1
Holding AGM beyond the prescribed time will not invalidate the meeting and any resolution passed in such meeting shall not suffer from any legal infirmity although it only
To overcome any impracticable situation for holding Annual General Meeting the court may interfere with
Annual General Meeting can play a dynamic role to ensure
Md. Nazrul Islam Khan is an Advocate of the Supreme Court of Bangladesh and can be reached at [email protected]
Md. Nazrul Islam Khan