General meeting is the legislature body of the company. It has to elect and appoint the board of directors and the auditor, and to pass resolutions regarding the policy of the company. That is why, the meeting of the company is so much important in the each and every aspect to run the company.

Prior to initiating any legal proceedings on any matter relating to meeting, some legal formalities must be satisfied

.If conducted without satisfying such formalities activity as regards meeting may be invalid. Therefore, the meeting of a company to be valid, following formalities must be satisfied, according to the Company Act, 2063.


  • To inform all the shareholders of the company before 15 days in the case of a special general meeting and 21 days in the case of an annual general meeting.


  • To mention the topics in the agenda to be discussed in the meeting, in the notice (information letter) and to publish. This notice must publish two times in national newspapers.


  • To declare the legality of a meeting is the duty of the shareholders. If legal procedures are not followed by the board of directors of the meeting cannot be valid.


  • The Quorum of the meeting means minimum number of the shareholders to be present in the meeting of the company. The quorum for the general meeting of a private company shall be as provided for the article of association. If otherwise, high number is prescribed in the memorandum of association, the meeting shall not be held unless at least 3 shareholders is not presented to meet the 50% share among the whole number of share representation of a share distributed public limited company. If the meeting is postponed due to the not meeting the quorum, another meeting shall be called by providing 7 days notice and 25% shareholder’s presents is sufficient for such recalled meeting.


  • Voting rights are used by all the shareholders members. There is the provision of enjoying voting rights by proxy also.


In Cousins v. international Brick co. Court held that a proxy is a person representative of a shareholder at a meeting of a company who may be described as his agent to carry out a course which the shareholder has himself decided upon.1


  • Every public company shall have to submit the details of Annual General Meeting within 30 days regarding the numbers of shareholder presented, annual financial statement, report of director and auditor and the decisions made by the meeting (section 80(1).


Unless otherwise provided in the company Act, 2063, the private company shall have to submit a auditor’s verified copy of its annual financial report within 6 months from the date of completing fiscal year.