1. ANNUAL GENERAL MEETING as per Companies Act 2013
Presentation by
A. K. Kuchhal
Managing Partner
IndiaCorp Law
Corporate Consultants and Advocates
In association with M/s A. K. Kuchhal & Co.,
Company Secretaries

2. DISCLAIMER
The information contained in this Presentation is selective and is subject to updation, expansion, revision and amendment. The interpretations and implications are still being evaluated and readers are advised to formally cross check with the professional advisors before acting upon this document and applying to specific facts.
This Presentation is confidential being for use only by the persons to whom it is issued. This Presentation may not be copied or distributed by the Recipient to third parties (other than in confidence to the Recipient’s professional advisors).

3. Purpose of AGM
An Annual General Meeting commonly referred to as an AGM, is a formal meeting which is held once in a year
It is a statutory requirement for Private Limited Company and Limited Company in India. whether, public or private, limited by shares or guarantee, with or without share capital or unlimited company
AGM acts a review of the whole year. Opportunity to communicate with members, client, partners etc.
Annual General Meeting is an annual meeting conducted by the shareholders and Directors of the Company
The audited accounts of the Company are approved, appointment of auditors and Directors are finalized. Other items that can be decided in an AGM include compensation of officers, confirmation of proposed dividends and any other issue raised by shareholder.

4. Subsequent AGM Due Date
TIME LIMIT FOR HOLDING
ANNUAL GENERAL MEETING ?
First Annual General Meeting Within a period of 9 months from the date of closing of the first financial year of the Company
Subsequent AGM Due Date
AGM must be conducted in the earliest of the three days:-

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Note:
Not necessary for Company to hold any AGM in the calendar year of its incorporation.
Not More than 15 months shall elapse between the date of one annual general meeting of a company and that of next.
Registrar may, for any special reason, extend the time within which any AGM, other than First AGM , shall be held, by a period not exceeding three months.

6. of AGM ?
Section 101 of the Companies Act, 2013 and Secretarial Standard -2 (General Meeting)
All Companies need to give 21 clear days notice.
Notice shall specify the place, date, day & hour of the meeting.
AGM to be held during the business hours – between 9:00 a.m. to 6:00 p.m.
AGM can be held on all days including on Sundays and not to be held on public holiday
Contain Statement of the business to be transacted at such meeting .
Notice shall be given to-
(a). Every member of the Company
(b). Legal representative of any deceased member
(c). Assignee of an insolvent member
(d). The auditor or auditors of the company
(e). Every director of the company
(f). Secretarial Auditor of the Company
(g). Debenture trustee
(h). To other specified persons

7. Business to be transacted [Sec 102 (2)]
1) Ordinary Business [Section 102(2)], i.e.
a. Consideration of financial Statements and reports of board of directors and Auditors.
b. Declaration of any Dividend
c. Appointment of directors in place of retiring one
d. Appointment of and Fixation of the remuneration of the auditors.

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2) Special Business [Section 102(b)], : Apart from the ordinary businesses , the rest are deemed to be a “Special business” , transacted during the AGM.

9. Quorum of GM? Section 103 of the Companies Act, 2013
All Companies need to give 21 clear
In case of Public Company ?
Up to members personally present.
Up to members personally present.
Exceeds 5000 – 30 members personally present
In case of Private Company ?
2 members personally present
If the quorum is not present within half an hour from the time appointed for holding a meeting?
The meeting shall stand adjourned to the same day in the next week at the same time, place or to such other date and such other time and place as Board may determine

10. Proxy of GM? Section 105 of the Companies Act 2013
Member is entitled to appoint a Proxy and a Proxy need not be a Member
Same person cannot be act as Proxy for more than 50 members
Holding in aggregate not more than 10% of the total share capital of the Company carrying Voting rights.
Form of Proxy (MGT-11) has been provided in the rules.
Proxies shall be excluded for determining Quorum
Proxy form shall be duly filled, stamped and signed

11. Voting by Poll in GM?
In case of Companies for which e-voting is mandatory, poll may be the only other method left out to cast vote by remaining shareholders.
For AGM, voting to be kept open for 1-3 days & to close at least 3 days before the day of AGM.
The voting period shall close at 5 p.m. on the day preceding the date of GM.

12. New Concepts
In case of listed company, a report on AGM have to be filed with the Registrar of Companies within 30 days of AGM.
OPC’s are exempted from holding AGM.
As per Secretarial Standard 2 (General Meeting)-
Notice shall be hosted on the website of the Company.
Notice shall be accompanied by an attendance slip, proxy form (MGT-11), route map with prominent landmark.

13. Default in holding Annual General Meeting:
Compliance of Section under Companies Act, 1956
Particular section under which offence is punishable
Who is punishable (Compounding application to be made by)
Period (or)/(and) Amount of fine
u/ s 166 (1) read with 168 for not holding of AGM within 15 months from the date of last AGM
u/ s 168
Company and every officer in default as per section 5 of the Companies Act, 1956
Rs.50,000/- and Rs.2500/- per every day during which the default continues.
u/ s 210(3) Laying of the Annual Accounts at the AGM
u/ s 210(5)/(6)
Every Director of the Company or Person charged with this particular responsibility.
6 months imprisonment or Fine with Rs.10, 000/- or with both
u/ s 159 Non filing of Annual Returns
u/ s 162
Company and Every officer in default including persons in accordance with whose instructions the Board is accustomed to act.
Rs.500/- for every day during which the default continues.
u/s 220 (1) filing of Balance Sheet with ROC within 30 days of the due date of the AGM (even when AGM is not held) and  u/s 220 (2) Filing of statement of reasons for not holding AGM along with ROC. (single offence)
220(3)
Company and Every officer in default.

14.   Functions & Duties of Company Secretary in relation to Annual General Meeting (AGM)
Before the AGM :
Draft Financial Statements i.e balance sheet & P&L A/c, or in the case of a company carrying on any activity not for profit, an income and expenditure account, cash flow statement, a statement of changes in equity, if applicable and any explanatory note annexed to, or forming part of, any document referred above for the financial year [section 2(40)]
Draft notice, agenda, notes on agenda, resolutions, explanatory notes (u/s.101).
Notice of AGM shall be given not less than clear 21 days alongwith Attendance Slip, Proxy Form (MGT -11), Route Map with Prominent landmark.
Notice of AGM alongwith accompanying documents shall be given to the Directors, Members, Statutory Auditor, Secretarial Auditor, Debenture trustee, legal representative of deceased member, assignee of insolvent member, liquidator.
Publish notice in the vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and in an English newspaper in English Language, at least 7 days before the meeting. In case of Companies having a website, the Notice shall be hosted on the website.

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Draft Directors Report & MGT -9 (Extract of Annual Return u/s Sec 92(3)) (u/s.134).
Printing of Annual Report.
Inform the Stock Exchange with which shares of the company are listed about the date of this meeting prior to the board meeting. [Clause 19 of the Standard Listing Agreement]
Convene Board Meeting for approval of accounts & Director Report.
Authentications of accounts (u/s.134).
Obtain Auditors’ signatures on the B/S and P&L A/c (after a/c is approved by the BoD). If a Qualified Report is given by the auditors, convene a board meeting to give replies or to deal in the Directors report.
If a subsidiary Co., then compliance with Sec.129(3) should be observed.
For appt. of auditor/ auditors a certificate u/s.139 about the limits of auditor ships is to be obtained.

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Chairman to sign Directors Report where he is authorized by the Board or by two directors out of which one shall be Managing Director and the Chief Executive Officer, if he is a director in the company AND BY the Chief Financial Officer and the Company Secretary of the Company, wherever they are appointed.
Send B/S and P&L A/c, Directors report, MGT-9 etc for printing.
After the board meeting approves the accounts, inform stock exchange regarding dividend recommended, tax liability, provision for reserves etc.
Inform the said Stock Exchange within 15 minutes of the board Meeting, by letter or fax of all outcome of the meeting of the board.
File form MGT-14 for adoption of accounts and approval of Board Report. [Sec 117]
Send annual reports 21 days before the AGM to all members & debenture trustee. [Sec 136].
Take board resolution for closure of books.(member’s register for dividend)
Draft Chairman’s Speech. ( Mandatory).
Advise the bankers to open a/c for dividend.
Register of shareholdings of directors to be kept for inspection of members.

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If the explanatory statement refers to any documents, requiring approval of AGM, the documents must be readily available for inspection.
Registration & rejection of proxies.
Keep the members attendance register ready.
Make preparations for poll.
Prepare replies for possible queries.
Keep ready the following:- MoA, AoA, Annual report, Chairman’s speech, Attendance register, Register of members & debenture holders, director shareholding, proxy register and list of proxies, Companies Act, Income Tax Act, Minutes of general meeting, stationery., etc .
Make arrangements for the meeting hall, seating., etc .
Make available the necessary documents, for inspection at the appropriate time.

18. Continue… During the AGM :
Take signatures in attendance registers, and verify with register of members.
Give seats to the proxies separately (can only vote, not to speak).
Company Secretary to read notice of the meeting and auditors report.
Assist the Chairman in every walks, in a poll and in ascertaining the ‘sense of the meeting’.
Give detailed notes on proceedings to prepare the minutes.

19. After AGM
Forward to Stock Exchange promptly copy of proceedings of AGM[ Clause 31(d) of Listing Agreement]
Deposit the requisite amount of dividend in the bank account opened for the purpose within 5 days of AGM. [Section 123(4) of the Companies Act, 2013]
Dispatch Dividend warrants within 30 days of the AGM. [Section 127 of the Companies Act 2013]
Obtain approval of RBI, if dividend is paid to NRIs.
Prepare the minutes and get chairman’s approval.
Minutes of proceedings of AGM shall be entered in the books maintained for that purpose along with the date of such entry within thirty days of AGM. [Section 118(1) of the Companies Act, 2013 & Rule 25(1)(b)(i) of the Companies (Management and Administration) Rules, 2014]
Send copies of the minutes to the SEs within 30 days of AGM.
File a copy of special resolutions passed at AGM together with the explanatory statement annexed to the notice in Form MGT-14 with the Registrar within 30 days of AGM. [Section 117 of the Companies Act, 2013]

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File audited financial statements, including consolidated financial statement, with the Registrar in Form AOC-4/AOC 4- CFS/AOC-4 XBRL within 30 days of AGM. [Section 137(1) of the Companies Act, 2013 & Rule 12(1) of the Companies (Accounts) Rules, 2014]
Report on AGM shall be prepared in prescribed manner and shall be filed with Registrar in Form MGT-15 within 30 days of AGM. [Section 121 of the Companies Act, 2013 & Rule 31 of the Companies (Management and Administration) Rules, 2014]
Deposit unclaimed/unpaid dividend in a special account opened in a scheduled bank titled as “Unpaid Dividend Account………….” within 7 days from the date of expiry of 30 days from AGM. [Section 124(1) of the Companies Act, 2013]
File annual return in MGT-7 with the Registrar within 60 days of AGM. Such Annual Return shall be signed by a Director and Company Secretary of the Company. It shall also be certified by a Secretary in Whole-time practice in Form No. MGT-8. [Section 92 of the Companies Act, 2013 & Rule 11 of the Companies (Management and Administration) Rules, 2014]

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Prepare a statement containing the names, last known addresses and unpaid dividend to be paid to each such person within 90 days of transfer to Unpaid Dividend Account and place it on the website of the Company. [Section 124(2) of the Companies Act, 2013]
File notice of appointment of Auditor in Form ADT-1 with the Registrar within 15 days of AGM. [Section 139(1) & Rule 4 of the Companies Audit and Auditors) Rules, 2014
Advise the bank to transfer unpaid dividend to a separate account.
Take follow-up action on all resolutions passed in the AGM.
(for eg: communication to be send to the sole selling agents regarding their appt., their tenure, territory etc.)

22. Thank you A. K. Kuchhal C -154, Sector 51 Noida, 201301
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