Brijbala Batwal, CS, LLB

Brijbala Batwal

Checklist for Annual General Meeting

Relevant Section ACTIVITIESPeriodY/ N
Pre AGM Activities:
Directors report to be finalised and sent for review
Section 101(2) of Companies Act, 2013 and section 102 and Para 1.2.4 and Para 1.2.10 of SS2Finalize AGM Notice and Annual Report :

Notice shall have (complete address, venue, date , hour and agenda of the meeting ). Keep following ready:

1. AGM Notice ( to include attendance slip, Proxy form, Route map, Explanatory statement)

2. Directors Report + all Annexures

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(2nd Oct, 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 SS2Notice 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 SS2Arrange for upload of AGM notice (giving route map), on the website, if there is a website
Section 101(1) of Companies Act, 2013Meeting can be convened on a shorter notice with consent of the shareholders holding 95% paid up share capital
Preparation for AGM
Prepare Attendance Registers , Proxy Register
S. 189(4), 6.8 of SS2, 1.2.5 of SS@Keep ready 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 atleast 3 days before the mtg.) Can be inspected from 24 hours before AGM time till AGM conclusion time.

3. Statutory aud Rep, Secr Aud 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 SS2To follow up with the representatives of the Corporate members to send Board Resolutions and Proxy forms, if any.
Section 113Ensure 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 SS2Check if Chairman of the Audit, NRC and SRC Committees have confirmed their attendance at AGM. If they are not attending get them to authorise another Committee Member of that Committee to attend the AGM.
Para 4.2 and 4.3 of SS2To 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 Stat. aud or Secr. Aud.) 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
Prepare AGM proceedings
AT THE AGM
Section 103(1) of Companies Act, 2013Ensure Quorum is present :

i.e. Quorum is based on the number of the members of the Company

Quorum – Pvt Co 2 members personally present

Public Company :

5/15/30 depending on no. of members

Make arrangements for recording attendance, collect attendance slips at the Meeting
Conduct the AGM as per AGM Proceedings
Para 13.1 of SS2The 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.

Para 13.2 of SS2The qualifications, observations or comments or other remarks if any, mentioned in the Secretarial Audit Report

issued by the Company Secretary in Practice, shall be read at the Annual General Meeting and attention of Members present shall be drawn to the explanations / comments given by the Board of Directors in their report.

Note down conclusion time of the AGM
AFTER AGM
Section 118 of Companies Act, 2013AGM Minutes to be finalised and given for review( circulate internally within 15 days of AGM)Within 30 days of AGM
Section 139(1) of Companies Act, 2013Filing of Form ADT- 1 (ratification of appointment of auditors)Within 15 days of AGM
Section 137 of Companies Act, 2013Filing form AOC 4 XBRL: Chapter 9B Rule 3

Applicability: As per Companies (Accounts) Rules, 2014, if applicable.

Within 30 days of AGM

 

Section 137 of Companies Act, 2013Filing form AOC 4 Non XBRL

 

Within 30 days of AGM
Section 92 of Companies Act, 2013 and Rule 11 and 12(2) of Companies (Management and Administration) Rules, 2014Filing Form MGT 7(Annual Return)Within 60 days of AGM
Section 117(1) and (3)(a) of 2013 ActFiling Form MGT 14 ( if any Special Resolution is passed at AGM)Within 30 days of AGM

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