Brijbala Batwal, CS, LLB

Brijbala BatwalWe have appended below a standard template for Annual General Meeting  (AGM)  Proceedings under Companies Act,2013 read with other applicable laws. It comprises what Chairman needs to speak/ and how he needs to convene the AGM.

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Name of the Company

ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY TO BE HELD ON ____,___ 201_ at _____ P.M. AT ___________________________.

As per Article no. ___ of Articles of Association; Mr. _______, Chairman of Company to act as Chairman of the Meeting.

In absence of Mr. ______, Directors to elect one of themselves as Chairman of the Meeting.

In absence of any Director- Members present shall elect one of themselves as the Chairman of the meeting.

Chairman to Speak: All what Chairman needs to speak is given in “inverted commas” and Italics font

I) Welcome Address:

“Good Morning/ Evening Gentlemen,

I have great pleasure in extending you a warm welcome to this ____ Annual General Meeting of your Company.”

II) Introduction:

“May I now introduce the Directors. We have Mr.___ and Mr._____, Directors present at the Meeting.”

The Chairman of the Audit Committee Mr. ____ is present as the meeting. OR

The Chairman of the Audit Committee viz. Mr. ______ has authorized Mr. ______, member of the Audit Committee to attend this meeting on his behalf and Mr. _______is present at the Meeting.

Mr. ________, Chairman of Nomination and Remuneration Committee is also present at the Meeting.

Other Directors of the Company were unable to make it for the meeting due to prior engagements.

The Representatives from Statutory Auditors and Secretarial Auditors are also present at the meeting.”

“The details of the Members, whose authorized representatives are present at this Meeting in person, are as under:

Sr.

No.

NameNo. of Equity shares of Rs.10 each% of ShareholdingRepresented by
1.
2.
3.
TOTAL

III) Confirmation of Quorum by Chairman:

“I would like to declare that the required quorum for this meeting is Present.”

( ___ No. of Members present in person would form quorum for the meeting)

“I now call the meeting to order.”

i) Notice of Annual General Meeting and Directors’ Report

“Let us now proceed with the formal business of the meeting.”

The Notice of the __th Annual General Meeting and the Explanatory Statement along with the copies of Audited Financial Statements for the year ended 31st March, 201_, together with the Directors’ and Auditors’ Reports were sent to the Members, Statutory and Secretarial Auditors and all the Directors of the Company through e-mail dated __________.

The Audited financial Statements are available for inspection for any member at the meeting as well as at the Registered Office of the Company.

May I request the shareholders to take the Notice of the Annual General Meeting as read “Thank You.”

(If this is not agreed to, the Company Secretary will have to read out the Notice of AGM.)

ii) Auditors’ Report

“Members may please note that the Statutory Auditors and Secretarial Auditors have not made any qualifications, observations or comments in their Audit Report for year ended 31st March, 201_.

“May I request the Members to take the Statutory Auditors report as read. Thank you.”

A. ORDINARY BUSINESS:

ITEM NO. 1.

1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended 31st March, 201_, including the Audited Balance Sheet as at 31st March, 201_ and the Statement of Profit and Loss for the year ended on that date and the Reports of the Board and Auditors thereon.

“I now move the resolution in respect of Item No. 1 of the Notice.”

“I request any one of the Member to propose the resolution.”

“I request any one of the Member to second the resolution.”

If there any queries with respect to financials, we shall be happy to answer them. Are there any queries.?

“I now put the resolution to vote”.

“Those in favour may please raise their hands”.

“Those not in favour may please raise their hands”.

“I declare the resolution as passed.”

ITEM NO. 2

To declare a dividend on equity shares.

“I now move the resolution in respect of Item No. 2 of the Notice. relating to declaration of __% dividend on equity shares i.e. Rs. __ per share on _____ fully paid-up equity shares of the Company, aggregating to Rs _____.”

“I request any one of the Member to propose the resolution.”

“I request any one of the Member to second the resolution.”

“I now put the resolution to vote”.

“Those in favour may please raise their hands”.

“Those not in favour may please raise their hands”.

I declare the resolution as passed.”

ITEM NO. 3

Re-appointment of Mr. _____ (DIN: ________) who retires by rotation.

“I now move the resolution in respect of Item No. 3 of the Notice. relating to Re-appointment of Mr. _______ as Director who retires by rotation.”

“I request any one of the Member to propose the resolution.”

“I request any one of the Member to second the resolution.”

“I now put the resolution to vote”.

“Those in favour may please raise their hands”.

“Those not in favour may please raise their hands”.

I declare the resolution as passed.”

ITEM NO. 4

Re-appointment of Mr. _____ (DIN: 00104817) who retires by rotation.

“I now move the resolution in respect of Item No. 4 of the Notice relating to Re-appointment of Mr. ______ who retires by rotation.”

“I request any one of the Member to propose the resolution.”

“I request any one of the Member to second the resolution.”

“I now put the resolution to vote”.

“Those in favour may please raise their hands”.

“Those not in favour may please raise their hands”.

I declare the resolution as passed.”

ITEM NO. 5

To re-appoint Statutory Auditors and fix their remuneration.

“I now move the resolution in respect of Item No. 5 of the Notice relating to Re-appointment of Statutory Auditors viz. ________ for FY _______ and fix their remuneration.

“I request any one of the Member to propose the resolution.”

“I request any one of the Member to second the resolution.”

“I now put the resolution to vote”.

“Those in favour may please raise their hands”.

“Those not in favour may please raise their hands”.

I declare the resolution as passed.”

ITEM NO. 6

To ____________.

“I now move the resolution in respect of Item No. 6 of the Notice relating to _____.

“I request any one of the Member to propose the resolution.”

“I request any one of the Member to second the resolution.”

“I now put the resolution to vote”.

“Those in favour may please raise their hands”.

“Those not in favour may please raise their hands”.

I declare the resolution as passed.”

IV) Vote of Thanks:

“I would like to thank all the Shareholders for attending the __ th Annual General meeting.

I now declare the proceedings of the __ th Annual General Meeting of the Company as closed.

Thank you Everyone.”

Posted Under

Category : Company Law (2996)
Type : Articles (10788)
Tags : Companies Act 2013 (1277)