Companies Act 2063

Chapter 5  Meeting Of Company

Section 67 : General meetings of company
1) The general meetings of a company shall be as follows:
(a) Annual general meeting, and
(b) Extra-ordinary general meeting.
2) A public company shall send a notice specifying the place, date and agenda of meeting to every shareholder at the address supplied by that shareholder to the company, in advance of at least twenty one days to hold the annual general meeting, and in advance of at least fifteen days to hold the extra- ordinary general meeting . A notice thereof shall also be published at least twice in a national daily newspaper.
Provided, however, that while calling any general meeting which has been adjourned, if such meeting is not transacting any new agenda, a notice of that meeting published in a national daily newspaper in advance of at least seven days shall be deemed to have been duly given.
3) No decision shall be taken in any general meeting on any matter which has not been notified in advance pursuant to Subsection( 2), except in the following circumstances:
(a) Except as otherwise provided in the other sections of this Act, If the shareholders representing sixty seven per cent of the total shares of the company who are entitled to vote at the general meeting, attend in person or by proxy and vote in favour of taking a decision on any matter,
(b) If the matter was already notified for being transacted in any general meeting which has been adjourned.
4) Except in cases where the Office gives prior approval to hold the general meeting elsewhere, the general meeting of a public company shall be held either at the district where the registered office of such company is situated or at such place adjoining to the district of registered office as is convenient to most shareholders.
5) A list indicating the name, address of the existing shareholders of the company and the number of shares held by them shall be kept at the meeting venue for inspection by the shareholders.
6) The matters included in the agenda sent along with a notice of the general meeting shall be discussed and decided first at that meeting.
7) The person chairing the general meeting may adjourn the meeting as required. Any matter which is notified, pursuant to this Act, before or after the day of holding the adjourned general meeting may be discussed and decided in such adjourned meeting.
8) The original meeting and the adjourned meeting shall have the same powers. A resolution adopted at the adjourned meeting shall be deemed to be adopted on the date of holding that adjourned meeting.
9) Where any corporate body has purchased shares in a company, a person appointed by such corporate body shall be entitled to attended and vote at the general meeting of the company, on behalf of such body.
10) The proceedings at any general meeting shall not be void or invalid merely for reason of the accidental omission to give notice to any shareholders of any listed company or the non-receipt by any shareholder of notice sent at the address which he has supplied to such company.
11) Notwithstanding anything contained elsewhere in this Section, matters pertaining to the general meeting of a private company and procedures thereof shall be as provided in the articles of association or the consensus agreement. Failing such provision, the provisions of this Act shall apply.
12) Other provisions relating to the procedures of general meeting shall be as contained in the articles of association of a company.