Procedure For Holding
Annual General Meeting (AGM)
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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.
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 the 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.
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 the 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.
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 the first annual general meeting.
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 the 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 situated.
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 situated.
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.
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 AGM:
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):
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):
(b) To approve the accounts and authorise signing
of accounts.
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.
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
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.).
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,
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.
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.
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.
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.
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.
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.
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
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 sent to the directors (whether a member or not), auditors
and stock exchanges.
must also be sent to the directors (whether a 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.
decide for the publication of the Chairman’s statement, make arrangements for
the same.
8. In case of the 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 recognized stock exchanges in India.
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 recognized 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.
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.
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.
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.
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 AGM:
(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.
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.
the Chairman in ascertaining quorum.
(3) To read out the notice
of the meeting if advised
by the Chairman.
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.
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.
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.
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.
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.
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.
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.
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;
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 AGM:
(1) To prepare
minutes of the proceedings.
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.
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.
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 the 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 the 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.
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 the 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 the 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.
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.
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.
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.
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.
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 an arrangement with the banker
for payment of dividend
warrants at a prescribed number of branches at par.
Warrants together with the Notice
of Dividend to the shareholders within thirty days of the declaration of dividend after making an arrangement with the banker
for payment of dividend
warrants at a 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.
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.
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 the conclusion of annual general the meeting, details regarding the voting results in the format as
prescribed in clause 35A of the listing agreement.
within 48 hours of the conclusion of annual general the meeting, details regarding the voting results in the format as
prescribed in clause 35A of the listing agreement.
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