Agenda & Documents For AGM For Private Limited Companies

BACKGROUND:

In my earlier article I have discussed and shared the documents relating to the Board Meeting required to be held before Annual General Meeting.

In this article I am going to discuss about the Documents and working of Annual General Meeting required to be held for following mandatory purposes: Like: Adoption of Directors’ Report/ Ratification of Auditor.

As we know that secretarial Standard on General Meeting has been applicable from 1^st July, 2015. On or after 1^st July, 2015 all the General Meeting will be held as per the SS-2 and Documentation should be as per SS-2. There are the many changes in the documentation as per SS-2. I am going to discuss the documentation part in this article.

A. DRAFT COVER LETTER (NOTICE):

Companies should prepare a cover letter along with the Notice addressing the shareholders / Director’s/ Statutory Auditor’s by their name.

Draft Cover Letter:

Date:   (Date of Issue of Notice)

Dear Members/Directors/Auditors’,

You are cordially invited to attend the (No. of Meeting) Annual General Meeting (the ‘AGM’) of the members of (NAME OF COMPANY) (the ‘Company’) to be held on (Day of Meeting), (Date of Meeting) at (Time of Meeting) at the Registered Office of the Company at (Address of Registered Office of Company).

The Notice of the meeting, containing the business to be transacted, is enclosed.

Thanking You,

For and on behalf of

(Name of Company)

_____________

(Name of Director)

Director

DIN: ____________

Add: ____________

 

Enclosures:

1. Notice of the AGM
2. Attendance slip
3. Proxy form
4. Route Map

B. DRAFT NOTICE OF GENERAL MEETING:

Provisions relating to Notice:

• As per SS-2 Notice of Board Meeting should be issued at least 21 clear days before the date of General Meeting.
• But by fulfilling of certain compliances Meeting can be held at Shorter Notice.
• Below given draft notice is on the assumption that there is only one special business.

Draft Notice of Annual General Meeting:

Letter Head of Company

Notice is hereby given that the (No. of General Meeting) Annual General Meeting of the (Name of Company) will be held on (Day of Meeting), (Date of Meeting) at (Time of Meeting) at the Registered Office of the Company at (at the Registered office of the Company), to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited accounts of the company for the year ended on 31^st March 2015 and the report of the Auditors and Directors thereon.

2. Ratification of Auditor:

To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Companies (Audit and Auditors) Rules, 2014 (“Rules”) (including any statutory modification or re-enactment thereof, for the time being in force), the Company hereby ratifies the appointment of M/s (Name of Firm), Chartered Accountants, (Firm Registration No. __________), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company to be held in the year 2016.”

SPECIAL BUSINESS:

3. Adoption of new set of Memorandum of Association:

To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or re-enactment thereof), the Memorandum of Association of the Company be and are hereby altered, a copy of which is annexed to the explanatory statement, be and is hereby adopted as new regulations of the Memorandum of Association of the Company.”

   For and on behalf of

(NAME OF COMPANY)

___________________________

(Name of Director)

Director

DIN: ________

Add: ______________

NOTES:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the Special Business to be transacted at the Annual General Meeting in respect of item no (No. of Special Business) is annexed hereto and forms part of notice.
   

2. A MEMBER ENTITLED TO ATTEND AND VOTES IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON POLL ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Pursuant to Section 105 of the Companies Act, 2013, a person can act as a Proxy on behalf of not more than fifty members holding in aggregate, not more than ten percent of the total share Capital of Company may appoint a single person as Proxy, who shall not act as a Proxy for any other Member. The instrument of Proxy, in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not later than 48 hours (Sunday is included in computation of 48 hours) before the commencement of the Meeting. A Proxy Form is annexed to this report. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution/authority, as applicable.

3. The Notice of AGM, Annual Report, Proxy Form and Attendance Slip are being sent to Members.

EXPLANATORY STATEMENTS U/S. 102 OF THE COMPANIES ACT, 2013:

ITEM NO.3

The Existing Memorandum of Association (MOA as per Companies Act, 1956) are required to replaced by the adoption of new set of Memorandum of Association a. The modification in the Memorandum of Association is carried out to give effect to the provisions of the Companies Act, 2013. Consent of the shareholders by passing a Special Resolution is required in this regard. New set of Memorandum of Association is attached herewith separately as Annexure A.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the said resolution. The relevant documents are available for inspection by the members during working hours at registered office of the company.

The Directors recommend the aforesaid resolution for the approval by the members as Special Resolution.

C. DRAFT MINUTES OF ANNUAL GENERAL MEETING:

After issue of Notice and holding of meeting next major work is to record the recordings of the Minutes. Minutes are history- the history of the company, the history of the corporate sector and, in a vicarious manner, of the economy and the country.

No doubt, it is the duty of the Company Secretaries to comply with the Secretarial Standard. The Company Secretary, in his role as minutes writer, needs to be aware of the onerous responsibility cast upon him, in as much as, every decision that is taken, including how and why it was taken will be cast in stone by his minuting. It is imperative for the Company.

Draft Minutes of Board Meeting:

MINUTES OF THE (NO. OF MEETING) ANNUAL GENERAL MEETING OF (NAME OF COMPANY) HELD ON (DAY OF MEETING), (DATE OF MEETING) COMMENCED AT (TIME OF STARTING OF MEETING) AND CONCLUDED AT (TIME OF CONCLUSION OF MEETING) AT REGISTERED OFFICE OF THE COMPANY AT (ADDRESS OF REGISTERED OFFICE).

The following(s) were present:

Name                                                                                Designation

Name of Chairman                                                          Director/ Member

Name of Director                                                             Director/ Member

(Name of Directors shall be listed in alphabetical order or in any other logical manner, but in either case starting with the name of the person in the Chair) Secretarial Standard-1 (17.2.12)

1.	CHAIRPERSON OF THE MEETING:- (In case of there is no Chairman of the Board)
In accordance with provisions of Companies Act, 2013 and Article of Associations, Mr. Name of Director (DIN: _______), was elected as Chairman of the meeting by Directors present. (SS-2 – 5.1)
2.	RECORDS AVAILABLE FOR INSPECTION
The following documents and Registers were placed on the Table before the Meeting: 1.         Directors’ Report for the financial year ended March 31, 2015. 2.         Auditors’ Report for the financial year ended March 31, 2015. 3.         Audited Accounts for the financial year ended March 31, 2015. 4.         Registers of Director’s, Directors Shareholding & Members (remained open for inspection during the Meeting).
3.	In aggregate (No. of Members Present) (In words) members were present in the Meeting, (Name of the members present).
4.	At (Time of Starting of Meeting), the Chairman Mr. (Name of Chairman elected), commenced the Meeting by welcoming the members to (No. of Meeting) Annual General Meeting. The Chairperson announced that the requisite quorum being present as per Section 103 of the Companies Act, 2013, the meeting was called to order
5.	The Chairperson introduced the Directors present on dias to shareholders
6.	The Chairman thereafter read out his speech. The Chairman then took up the items mentioned in Notice
ORDINARY BUSINESS
1.	ADOPTION OF ANNUAL ACCOUNTS- ORDINARY RESOLUTION
Proposed by: (Name of Member) Seconded by: (Name of Member) The ordinary resolution set at item no. 1 of the notice pertaining to the adoption of annual accounts along with annexure, proposed and seconded by the aforementioned shareholders and taken up for consideration with the consent of the Members present. The Chairman stated that the audited Annual Accounts of the Company for the year ended 31st March, 2015, the Auditors’ Report thereon and the Directors’ Report attached thereto have been with the members for some time and therefore with the permission of the members present, the same were taken as read. The Chairman invited the queries from the members present in respect of Annual Accounts of the Company. Few queries were raised by the members which were suitably replied by the Chairperson. “RESOLVED THAT the audited Balance Sheet, Statement of Profit & Loss and (Cash Flow Statement) along with the notes forming part of the audited financials for the financial year ended 31st March 2015 along with the Auditors’ Report and the Directors’ Report thereon for the financial year ended 31st March 2015, be and are hereby taken as read, approved and adopted by the members.” The above Ordinary Resolution was thereafter put to vote and on a show of hands was declared carried unanimously.
2.	RATIFICATION OF AUDITOR-ORDINARY RESOLUTION
Proposed by: (Name of Member) Seconded by: (Name of Member) The ordinary resolution set at item no. 2 of the notice pertaining to the ratification of Auditor and their remuneration, proposed and seconded by the aforementioned shareholders and taken up for consideration with the consent of the Members present. “RESOLVED THAT pursuant to Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Companies (Audit and Auditors) Rules, 2014 (“Rules”) (including any statutory modification or re-enactment thereof, for the time being in force), the Company hereby ratifies the appointment of M/s (Name of Firm), Chartered Accountants, (Firm Registration No. ________), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company to be held in the year 2016.” The above Ordinary Resolution was thereafter put to vote and on a show of hands was declared carried unanimously
3.	1.      ADOPTION OF NEW SET OF MEMORANDUM OF ASSOCIATION-SPECIAL RESOLUTION
Proposed by: (Name of Member) Seconded by: (Name of Member) The special resolution set at item no. 3 of the notice pertaining to the Adoption of new Set of Memorandum of Association, proposed and seconded by the aforementioned shareholders and taken up for consideration with the consent of the Members present. “RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or re-enactment thereof), the Memorandum of Association of the Company be and are hereby altered, a copy of which is annexed to the explanatory statement, be and is hereby adopted as new regulations of the Memorandum of Association of the Company.” The above Special Resolution was thereafter put to vote and on a show of hands was declared carried unanimously
	VOTE OF THANKS
The meeting concludes at 2:00 p.m. with a vote of thanks to the Chair from the floor.

Place: (Place of signing of Minutes)                                                                                        (Name of Chairman)

Date: (Date of Signing of Minutes)                                                                                                       (Chairman)

D. DRAFT ATTENDANCE SHEET OF BOARD MEETING:

Attendance sheet will be signed by the Members present in the meeting at the time of commencement of Meeting and at the time of conclusion of Meeting.

Draft Attendance sheet of Board Meeting:

ATTENDANCE SHEET OF (NO. OF MEETING) ANNUAL GENERAL MEETING OF MEMBERS OF THE (NAME OF COMPANY) HELD ON (DAY OF MEETING), COMMENCED AT (TIME OF COMMENCEMENT OF MEETING) AT REGISTERED OFFICE OF THE COMPANY AT (REGISTERED OFFICE ADDRESS OF COMPANY).

S. No	Name	Signature (At the Commencement of the Meeting)	Signature (At the Closure of the Meeting)
1.	Name of Director
2.	Name of Director
3.	Name of Director	Leave of Absence	Leave of Absence

E. DRAFT OF OTHER RELEVANT DOCUMENTS

1. Shorter Notice Consent:

Notice and accompanying documents may be given at a shorter period of time if consent in writing is given thereto, by not less than ninety-five percent of Members entitled to vote at such meeting

Draft of Shorter Notice Consent from Director:

THE COMPANIES ACT, 2013

Consent of shareholder for shorter notice

[Pursuant to section 101]

To

The Board of Directors

(NAME OF COMPANY)

(REGISTERED OFFICE ADDRESS)

I, (Name of Member) S/o (Name of Father), authorized representative of Mink (Name of Company) having registered office at (Address of Registered office of Company) holding (No. of Share Hold) equity shares of Rs. (Face Value) each in the Company in the name of (Name of Company) hereby give consent, pursuant to section 101 of The Companies Act, 2013, to convene the (Number of General meeting) Annual General Meeting on (Date of General Meeting) at a shorter notice.

For and on behalf of

(NAME OF COMPANY)

(NAME OF MEMBER)

Authorized Representative or Member

Dated the (Dater before issue of Notice)

2. Receiving of Notice:

As per Secretarial Standard-1 it is mandatory for the Company to maintain “Proof of sending Notice and status of its delivery”. There are following ways to send notice of Annual General Meeting by hand delivery or by Speed Post or by Registered Post or by Courier or by facsimile or by Email or by any other electronic mode.

But in case of family concern businesses, generally family members are Director/ Member. Therefore, sending of Notice by ‘Hand Delivery’ is convenient for the Company. But don’t forget to send notice to Auditor also.

Draft of Receiving of Notice of Meeting:

RECEIVING OF NOTICE OF (NO. OF MEETING) ANNUAL GENERAL MEETING OF MEMBERS OF THE (NAME OF COMPANY) TO BE HELD ON (DAY OF MEETING), COMMENCED AT (TIME OF COMMENCEMENT OF MEETING) AT REGISTERED OFFICE OF THE COMPANY AT (REGISTERED OFFICE ADDRESS OF COMPANY).

We acknowledge that we have received the notice of (No. of General Meeting) Annual General Meeting to be held on (Day of Meeting), (Date of Meeting) at (Time of Meeting) at registered office of the Company at (Address of Registered office of the Company).

S. No	Name	Signature
1.	Name of Member
2.	Name of Director
3.	Name of Auditor

3. Leave of Absence of Auditor, if any:

As per Section 146 Auditor shall attend the General Meeting unless otherwise exempted by the Company. Therefore, if auditor is unable to attend the General Meeting he will give his leave of absence to get approval from the Company to remain absent from the Meeting.

From:

(Name of Auditor Firm)                                                                             

Chartered Accountants

(Address of Auditor Firm).

(Date of signing)

The Board of Directors,

(Name of Meeting)

(Registered office of the Company)

Subject: Leave of Absence

Dear Sir/ Ma’am,

With reference to the Annual General Meeting of the Company to be held on (Date of General Meeting), it is hereby submitted that due to preoccupations, we are not in a position to attend the same. You are requested to accept our leave of absence with the provisions of Section 146 of Companies Act, 2013.

Thanking you,

For and Behalf of

(Name of Auditor Firm)                                                                             

Chartered Accountants

(Name of Auditor)

(Partner)

1. No. – __________

4. Attendance Slip:

(No. of Annual General Meeting) Annual General Meeting, (Date of Annual General Meeting) at (Time of Annual General Meeting)

Regd. Folio No._______/ No. of shares held______

I certify that I am a registered shareholder/proxy for the registered Shareholder of the Company and hereby record my presence at the (No. of General Meeting) Annual General Meeting of the Company on (Day of General Meeting), (Date of Meeting) at (Time of Meeting) at the Registered Office of the Company at (Address of Registered Office)

_____________________________                     _________________________

Member’s/Proxy’s name in Block Letters                                      Member’s/Proxy’s Signature

Note: Please fill this attendance slip and hand it over at the registered office.