Introduction for Compliance Checklist
All companies registered in India other than an One Person Company is required to hold an annual general meeting each year in addition to other General meetings. There should not be a gap of more than 15 months between one Annual General Meeting and the next and one meeting should be held in each of the calendar years.
All newly incorporated companies are required to convene its first Annual General Meeting within a period of 9 months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year. If a company holds its first annual general meeting as aforesaid, it shall not be necessary for the company to hold an annual general meeting in the year of its incorporation. In this article, we look at the Checklist for annual general meetings and notice format.
Compliance Checklist for Annual General Meeting (AGM 2021):
|Section 134||Convene Board Meeting For Finalization of Director’s report and Financial Result.|
|Section 101(2) of Companies Act, 2013 and section 102 and Para 1.2.4 and Para 1.2.10 of SS2||Prepare and Finalize AGM Notice and Annual Report: Notice shall have (complete address, venue, date, hour and agenda of the meeting) Keep following documents ready: 1. AGM Notice ( to include attendance slip, Proxy form, Route map, Explanatory statement) 2. Directors Report + all Annexure 3. Statutory Auditors Report and 4. Financials (including Balance Sheet +P&L + Cash Flow Statement + Notes to Accounts+ Schedules)|
|Section 96(2)||Send the Notice by hand delivery/ email / ordinary post/ speed post / registered post / courier / fax. If sent through e-mail – ensure delivery proof. AGM to be called during business hours (9AM to 6PM) except National Holiday (2ndOct, 15th Aug, 26th Jan), in the same city where the Registered Office is situated. AGM Notice with Documents mentioned above to be sent 21 clear days in advance of meeting. If Notice is sent by post/ courier- send 25 days in advance.|
|Section 101(3) of Companies Act, 2013 +Para 1.2.1 of SS2||Notice shall be given to: 1. Members, (legal representative of deceased member or assignee if an insolvent member) 2. Statutory auditors 3. Secretarial auditors 4. All directors 5. Debenture trustee (if any)|
|Para 1.2.3 and 8.5.2 of SS2||Arrange for upload of AGM notice (giving route map), on the website, if there is a website|
|Section 101(1) of Companies Act, 2013||The meeting can be convened on shorter notice with the consent of the shareholders holding 95% paid-up share capital|
|Prepare Attendance Registers, Proxy Register|
|S. 189(4), 6.8 of SS2, 1.2.5 of Secretarial Standard||Keep ready the following docs for Inspection at AGM: 1. Register of Contracts ready for Inspection during AGM ( Any person having right to attend AGM can inspect) 2. Proxies (request from Member should be received at least 3 days before the mtg.) Can be inspected from 24 hours before AGM time till AGM conclusion time. 3. Statutory Audit Rep, Secretarial Audit Rep, MOA, AOA- all docs referred to in Notice of AGM- to be made available for inspection at Regd. office during business hours/ Corp Office/ Head Office|
|Para 6.4.2 of SS2||To follow up with the representatives of the Corporate members to send Board Resolutions and Proxy forms, if any.|
|Section 113||Ensure the proxy forms are received by the Company at least 48 hours before the time fixed for holding the AGM (including major shareholders and representation letters from financial institutions)|
|4.1 of SS2||Check if Chairman of the Audit, NRC and SRC Committees have confirmed their attendance at AGM. If they are not attending get them to authorize another Committee Member of that Committee to attend the AGM.|
|Para 4.2 and 4.3 of SS2||To follow up with statutory auditors and secretarial auditors and ensure that either they or their representative (ensure that their representative is also qualified to act as Statutory Audit Rep, Secretarial Audit Rep.) Attends the AGM. Company can exempt them from attending.|
|Ensure that the proxy file, proxy register, Attendance Slips, Attendance Register, Companies Act, Memorandum & Articles of Association, Annual Report, additional copies of Notice of the Meeting, AGM/EGM Minutes Book, etc. are kept ready at the meeting|
|Section 103(1) of Companies Act, 2013||On the day of AGM Ensure Quorum is present : i.e. Quorum is based on the number of the members of the Company Quorum – Private Co. 2 members personally present Public Company : 5/15/30 depending on no. of members|
|ü Make arrangements for recording attendance, collect attendance slips at the Meeting ü Conduct the AGM as per AGM Proceedings|
|Para 13.1 of SS2||The qualifications, observations or comments or other remarks on the financial transactions or matters which have any adverse effect on the functioning of the company, if any, mentioned in the Statutory Auditor’s Report shall be read at the Annual General Meeting and attention of the Members Present shall be drawn to the explanations/comments given by the Board of Directors in their report.|
|Note down the conclusion time of the AGM|
|Section 118 of Companies Act, 2013||AGM Minutes to be finalized and given for review( circulate internally within 15 days of AGM)|
|Section 139(1) of Companies Act, 2013||Filing of Form ADT- 1 within 15 days of AGM (ratification of appointment of auditors)|
|Section 137 of Companies Act, 2013||Filing form AOC 4 XBRL or AOC 4(as applicable) within 30 days of AGM : Chapter 9B Rule 3- but for Financial year 2020-2021 this date has been extended upto 31th December, 2021|
|Section 92 of Companies Act, 2013 and Rule 11 and 12(2) of Companies (Management and Administration) Rules, 2014||Filing Form MGT 7 and MGT 7A (for OPC and Small company) within 60 days of AGM (Annual Return) but for Financial year 2020-2021 this date has been extended up to 31th December, 2021|
Draft format of Notice of Annual General Meeting
Notice is hereby given that the 34th Annual General Meeting of the Members of the ABC Ltd will be held at the Registered Office of the Company at Unit 602A, ……………………….., India on Monday, 24th September 2018 at 10.00 hours, to transact the following business:
To consider and if thought fit to pass, the following as Ordinary Resolutions:
1. To consider, approve and adopt the Audited Financial Statements of the Company comprising the Balance Sheet as on March 31, 2018, Statement of Profit & Loss and Cash Flow Statement and Notes thereto for the financial year ended on March 31, 2018 together with the Report of the Board of Directors and Auditors’ thereon.
2. To take note of the appointment of M/S. XYZ & CO., CHARTERED ACCOUNTANTS (FIRM REGISTRATION NUMBER ________), who were appointed as the Statutory Auditors of the Company for a period of four years in the 31st Annual General Meeting of the Company held on 30th September 2015, to hold their office from the conclusion of the 31st Annual General Meeting till the conclusion of 35th Annual General Meeting (up to the Financial Year ending 2019).
By the order of the Board
(Kevin Charles Woody)
Date: 30th August’2021
NOTES FOR MEMBERS’ ATTENTION:
1. A member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint a proxy to attend and vote on a poll instead of him and the proxy need not be a member of the Company. The instrument appointing the proxy should, however, be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the Meeting.
2. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.
3. The Register of Directors and their shareholding, maintained u/s 170 of the Companies Act, 2013 and Register of Contracts or Arrangements in which Directors are interested maintained u/s 189 of the Companies Act, 2013 and all other documents referred to in the notice and explanatory statement, will be available for inspection by the members of the Company at Registered office of the Company during business hours 10:00 A.M. to 06:00 P.M. (except Saturday and Sunday) up to the date of Annual General Meeting and will also be available during the Annual General Meeting.
4. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than three days of notice in writing is given to the Company.
5. A Route Map along with a Prominent Landmark for an easy location to reach the venue of the Annual General Meeting is annexed with the notice of the Annual General Meeting.
6. Members/proxies attending the meeting are requested to bring their duly filled admission/ attendance slips sent along with the notice of the annual general meeting at the meeting.
7. Corporate members intending to send their authorized representatives to attend the meeting are advised to send a duly certified copy of the Board Resolution authorizing their representative to attend and vote at the meeting.