Section 102(2) of the Companies Act, 2013 prescribes the provisions about the matters/ items/ agendas, which constitute the Ordinary Business to be discussed, considered and approved/rejected by the members i.e. the shareholders of a company in the Annual General Meeting (AGM) of the company.
Some items of business are to be compulsorily dealt in every Annual General Meeting of a company and therefore these are called ‘Ordinary Business’.
Ordinary Business
The Ordinary Business to be transacted an AGM are:
1) the consideration of (i) the financial statements, (ii) the reports of the board of directors and (iii) the reports of the statutory auditors;
2) the declaration of dividend, if any; (dividends are not compulsorily declared at every AGM)
3) the appointment of directors in place of those directors who are retiring; (some retiring directors also get reappointed if they are willing to continue)
4) the appointment of the auditors and the fixing of their remuneration.
The Ordinary Business are transacted only at an AGM and not in any other general meeting.
Special Business
At AGM, any business transacted except the above mentioned four business are considered as Special Business.
In all other general meetings, all business to be transacted are considered as Special Business.
Examples of Special Business:
Item on 'Increase of Authorised Share Capital of the Company'
Item on 'Ratification of Remuneration payment to Cost Auditor'
Item on Appointment of Independent Director'
Item on 'Borrowing of funds through issue of Debentures'
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