Ordinary Business transacted at an Annual General Meeting

Section 102(2) of the Companies Act, 2013 talks about the businesses i.e. the matters/items/agendas, which constitute the Ordinary Businesses to be discussed, considered and approved by the members i.e. the shareholders of a company in the Annual General meeting of that Company. 

These businesses are to be compulsorily dealt in every Annual General Meeting of a Company, and therefore these are called as ‘Ordinary Business’.

The Ordinary Businesses as prescribed in the Section 102(2) of the Companies Act, 1956 are as follows:

(i) the consideration of financial statements and the reports of the Board of Directors and auditors;
(ii) the declaration of any dividend;
(iii) the appointment of directors in place of those retiring;
(iv) the appointment of, and the fixing of the remuneration of, the auditors;

Any businesses except the above 4(four) businesses shall be deemed to be ‘Special Businesses’.

  • The corresponding provisions for Section 102(2) of the Companies Act, 2013 were earlier prescribed under Section 173(1) of Companies Act 1956.
  • The provisions of this section is applicable to all companies (both Private and Public Company including Listed company).

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