Procedure For Holding Annual General Meeting (AGM)

Procedure-Holding-Annual-General-Meeting-AGM

Procedure For Holding Annual General Meeting (AGM)


According to Section 96(1) of the Companies Act, 2013, a meeting known as an annual general meeting is required to be held by every company other than ‘one person company’ every year. The company shall specify the meeting as such in the notices calling Annual General Meeting.
In case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the company. If a company holds its first annual general meeting as aforesaid, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation.
In any case other than first annual general meeting, it shall be held within a period of six months, from the date of closing of the financial year. Not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next.
The Registrar may, for any special reason, extend the time within which any annual general meeting, shall be held, by a period not exceeding three months. However the Registrar may not extend the time for first annual general meeting.
Every annual general meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday and shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situate.
The Company Secretary is responsible for making all the arrangements for holding the annual general meetings of the company. He is required to perform the following functions and duties in this connection.
(A)     Before the Meeting:
1.  To convene a Board meeting, after giving notice as per Section 173(3), as soon as the final accounts are ready, invite the Auditors for their report and transact the following business (in case of listed company, give advance notice to stock exchange):
(a)     To consider and discuss the report of Audit Committee on the Annual accounts.
(b)     To approve the accounts and authorise signing of accounts.
(c)     To secure Auditor’s report on the accounts.
(d)  To approve the draft of the Board’s Report in compliance with the provisions of Section 134 of the Act and to authorise the Chairman to sign the Report on behalf of the Board.
(e)   To consider the payment of dividend, if any, in case it is to be declared in the Annual General Meeting
(Notes: 1. In case of listed company prior intimation have to be sent to stock exchange of the Board meeting where recommendation of dividend is proposed to be considered at least 2 working days in advance vide clause 19 of listing agreement. 2. If the Auditors’ report contains any reservations qualification or adverse remarks, the Board’s Report must contain explanations therefor.).

(f)  To fix time, date and place for the annual general meeting, approve the draft notice and also authorise the Secretary to issue Notice for the meeting. The Notice must contain Ordinary Business in accordance with the provisions of Section 102 of the Act,
While fixing the time, date and place for the annual general meeting, care should be taken that the time should be during 9 am to 6 pm, the date should not be a National holiday, and the place should be either the registered office of the company or some other place within the same city, town or village in which the registered office of the company is situated.
(g)   To consider the closure of the Register of Members and the Share Transfer Books of the Company in compliance with the provisions of Section 91 of the Act and to authorise the Secretary to arrange for its publication in a newspaper. In case of listed company, a notice in advance of at least 7 working days should be sent to the stock exchange(s) about the proposed dates for such closure and also to comply with the requirement of stock exchange for book closure.
2.  Immediately after the Board meeting, the stock exchanges should be informed of the dividends and/or cash bonuses recommended by the Board and to the shareholders in their Report, and financial information like the total turnover, gross profit/loss, provision for depreciation, tax provision and net profit/loss, for the year with comparative figures of the last year and the amounts appropriated from reserves and accumulated profits of the previous years etc. Such intimation has to be sent within 15 minutes of closure of the Board meeting.
3.  To arrange for the publication in a newspaper of at least 7 days previous notice of closure of the Register of Members and the Share Transfer Books as per Section 91 of the Act.
4.   In case of listed company, close the registers for the period as advertised and inform the all the stock exchanges by giving a notice in advance of at least 7 working days.
5.  To arrange for the printing of the balance sheet, profit and loss account, reports of the directors and of the auditors and the notice for the meeting.
6.   To issue notice to the shareholders, for at least 21 clear days before the date of annual general meeting and where it is to be sent by post, it should be posted 48 hours still earlier in terms of section
101. Notice of the meeting must also be send to the directors (whether member or not), auditors and stock exchanges.
7. If the directors decide for the publication of the Chairman’s statement, make arrangements for the same.
8.  In case of listed company, send six copies of the directors’ report, balance sheet and profit and loss account and three copies of the notices to such stock exchange(s) and one copy of each of them to all other recognised stock exchanges in India.
9.  Check proxies with the Register of Members as and when they are received, from day to day, so that an up-to-date position is available till the date of the meeting.
10.    To arrange for the printing of attendance slips or attendance register and ballot papers.
11.  In consultation with the chairman or the Managing Director, prepare a detailed agenda for the meeting.
   12.   To prepare Dividend List from the Register of Members/beneficial owners, as on the         last date of the closure of the Register of Members and the Share Transfer Books.
   13.   To make arrangement for the printing of a combined document containing “Notice of       Dividend” and “Dividend Warrant”.
(B)     At the Meeting:
(1)   To arrange for the collection of admission slips or in the alternative to get the Attendance Register signed by the shareholders, and to make them comfortable in their seats, and to look to the comfort and convenience of the directors and the chairman.
(2)     To help the Chairman in ascertaining quorum.
(3)     To read out the notice of the meeting if advised by the Chairman.
(4)   To read out the Auditor’s Report, if advised by the Chairman, when the item relating to adoption of accounts is taken up for consideration.
(5)     To produce copies of Memorandum and Articles of Association of the company.
(6)   To help the Chairman in the conduct of the meeting, particularly in the conduct of poll, counting of votes etc.
(7)  To supply to the Chairman any information which he may require in connection with the queries raised by the shareholders relating to accounts and other connected matters.
(8)    Give advance information to the members who are to propose and second the resolutions to be passed at the meeting.
(9)     To take notes of the proceedings for the purpose of preparing minutes thereof.
(10) To keep at the meeting Register of Members, Minutes Book of the general meeting containing minutes of the previous annual general meeting(s), copies of the accounts, notice of the meeting and reports of the directors and of the auditors.
(11)    To ensure that the Chairman of the Audit Committee is present at annual general meeting to provide any clarification on matters relating to audit and to answer shareholder queries;
(C)     After the Meeting:
(1)     To prepare minutes of the proceedings.
(2)   To record the minutes of the meeting and get them signed by the Chairman within thirty days of the meeting.
(3)   To send intimation of appointment/re-appointment of directors. File Form DIR-12 with the Registrar of Companies within 30 days of appointment along with filing fee.
(4)     To send intimation of appointment/re-appointment of auditors.
(5)   To file copies of the special and other resolutions, if any, passed at the meeting, along with Form MGT- 14 with the Registrar of Companies, within thirty days of the meeting.
(6)     To file balance sheet, profit and loss account, reports of the directors and the auditors and the notice of the meeting in Form AOC-4 within thirty days of the meeting. In case of companies covered under XBRL filing, it should be ensured that the annual accounts are filed in XBRL format. Ensure that a copy of Secretarial Audit Report obtained from a Secretary in whole time practice as required under Section 204(1) of the Act, if any, is filed with Registrar of Companies within 30 days from the date of annual general meeting.
In case of listed company, send a copy of the proceedings of the annual general meeting to the stock exchange.
(7)  Deposit dividend distribution tax at the applicable rate within the prescribed time limit under Income- tax Act, 1961.
(8)   Where the company has invited public deposits, a copy of the Balance sheet shall be forwarded to the RBI.
(9)    To open a separate bank account known as “Dividend Account for the year........” and to deposit the total amount of dividend within five days from the date of declaration of dividend.
(10)     To get the Dividend Warrants and Notice of Dividend signed by authorised persons.
(11)    To despatch Dividend Warrants together with the Notice of Dividend to the shareholders within thirty days of the declaration of dividend after making arrangement with the banker for payment of dividend warrants at prescribed number of branches at par.
(12)  To file along with the prescribed filing fee, Annual Return in Schedule V to the Companies Act as an attachment to Form MGT 7 with the Registrar of Companies within sixty days of the meeting prepared as at the date of the annual general meeting, as required by Section 92 of the Companies Act, 1956. The Certificate of Company Secretary shall be in Form MGT 8 and abstract of annual return shall be attached with Board Report in Form MGT 9.
Ensure that in the case of listed company, the annual return is also signed by a Company Secretary in whole time practice.
(13)     To take action on other decisions of the shareholders.
(14)  If the company is listed then to submit to the stock exchange, within 48 hours of conclusion of annual general meeting, details regarding the voting results in the format as prescribed in clause 35A of the listing agreement.
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