Steps to follow before conducting AGM of Company

What is Annual General Meeting –

AGM is gathering of a company’s, shareholders and its Board of Directors (Board). At an AGM, the Board of the company present the company’s annual report comprising company’s performance and its future strategy for the shareholders. This is an opportunity for shareholders to question the board related to company’s operational performance and its future goals.

Members are allowed to vote at any resolution proposed by the company in AGM or to fill any vacant positions on the board of directors. However, those shareholders who has earlier firm arrangements may vote at the meeting through their proxy (except if AGM is conducted through video conferencing or other audio visual means).

I. Following Procedure Is To Be Followed For Conducting Annual General Meeting Of The Company –

S. NO.

Applicable Section of Companies Act, 2013

Compliances to be done by a company

Section 179 – Convening of Board meeting

Convening a Board Meeting for passing the following resolution, which include but not limited to the following: –

1. Appointment of agency for conducting e- voting and providing video conferencing (‘VC’) facility**;

2. Appointment of scrutinizer for scrutinizing the voting process, if providing e-voting facility to the shareholders;

3. To fix the cut-off date for e-voting;

4. To fix record date for declaration of dividend, if any;

5. To fix period of book closure;

6. To fix the day, date, time, venue and agenda of the AGM;

7. To approve the draft notice of general meeting along with explanatory statement;

8. To approve the Board report;

9. To approve the financial statements for the financial year along with Auditors report thereon;

10. To authorize Company Secretary or any other officer to issue notice of AGM to every member or to every person entitled to receive such notice; and

11. To authorize Chairman or any other Director to receive the Scrutinizer’s Register, Report on e-voting and other relevant documents etc.

Section 101 – Notice of the AGM

In accordance with the Companies Act, 2013 the company shall prepare the notice of the AGM and shall include, but not limited to the following items: –

1. Notice of a meeting shall specify the place, date, day and the hour of the meeting and shall contain a statement of the business to be transacted at such meeting;

2. Explanatory Statement for special business [Though appointment and fixing remuneration of Auditors is ordinary business, still required explanatory statement in terms of SEBI Listing Obligations Disclosure Requirements, Regulation, 2015 (“SEBI LODR Regulation”)];

3. Instructions for remote e-voting;

4. Manner of registering/ updating e-mail address;

5. Procedure for inspection of documents;

6. Process and manner for participating in AGM through VC;

7. Route map of the venue of the AGM; and

8. Details of Directors seeking appointment/ re-appointment as required under SEBI LODR Regulations and Secretarial Standard-2 etc.

Section 129 – Financial Statement

Company shall prepare its financial statements for the financial year, in the following manner, which shall lay before the shareholders for their approval in the AGM: –

1. which provide a true and fair view of the state of affairs of the company;

2. which comply with the applicable accounting standards notified under section 133 of the Act; and

3. shall be in the form as provided in Schedule III of the Act.

Provided that, where a company has one or more subsidiaries or associate companies, it shall, in addition to financial statements, shall also prepare a consolidated financial statement of the company.

Section 134 – Board’s Report

Company shall attach to its financial statements laid before the shareholders in AGM, a report by its Board of Directors, which shall include, but not limited to the following items: –

1. Summary of financial results;

2. Brief on the operational performance of the company along with its subsidiary, associates and joint venture companies;

3. Directors’ Responsibility Statement;

4. Explanations or comments by the Board on every qualification, reservation or adverse remark made by Statutory/Secretarial Auditor, if any;

5. Amount which recommended as dividend or transfer to reserves;

6. Material changes and commitments, if any, affecting the financial position of the company;

7. Particulars on Related Party Transactions;

8. Number of meetings of the Board;

9. Brief on Corporate Social Responsibility;

10. Particulars of loans, guarantees or investments;

11. Brief on the conservation of energy, technology absorption, foreign exchange earnings and outgo; and

12. Details of Directors and Key Managerial Personnel etc.

Section 143 – Statutory Auditor Report

The Auditor shall make a report for the shareholders of the company on the accounts examined by him and on every aspect of financial statements prepared under this Act to be laid before the shareholders in the AGM.

Section 101 read with Rule 18 of the Companies (Management and Administration) Rules, 2014 – Manner of sending Notice in electronic mode

Company shall send the notice of AGM at least 21 days before the AGM, through e-mail, as a text or as an attachment to e-mail or as a notification providing electronic link or Uniform Resource Locator for accessing such notice, subject to fulfillment of the following conditions: –

1. The e-mail shall be addressed to the person entitled to receive such e-mail;

2. The subject line in e-mail shall state the name of the company, notice of the type of meeting, place and the date of the meeting;

3. It shall be in non-editable format etc.

** Every company which has listed its equity shares on a recognized stock exchange and every company having not less than 1,000 shareholders shall provide e-voting facility to its shareholders.

II. Additional Compliances to Be Followed by the Listed Companies For Conducting Annual General Meeting of The Company –

S.NO.

Applicable Provisions

Compliances to be done by a company

Section 108 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 – Giving public notice after sending notice and financial statements

The company shall give a public notice by way of an advertisement, immediately on completion of dispatch of notices for the AGM, at least twenty-one (21) days before the date of AGM, at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and having a wide circulation in that district, and at least once in English language in an English newspaper having country-wide circulation.

Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulation”)

Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report, a secretarial audit report, by a Practicing Company Secretary.

Regulation 29 of SEBI LODR Regulation – Prior Intimations to the Stock Exchanges

The listed entity shall give prior intimation to stock exchange about the Board meeting in which the following proposals is due to be considered:

1. For approving financial results of the company;

2. For declaration/recommendation of dividend, if any; and

3. For declaration of bonus securities, if any etc.

Regulation 30 of SEBI LODR Regulation – Disclosure of events or information

The listed entity shall disclose to the Stock Exchanges, within 30 minutes of the closure of the Board meeting held to consider the following:

1. financial results;

2. dividends; and

3. Buy – Back etc.

However, listed entity shall also submit to the Stock Exchanges, Notices, call letters, resolutions and circulars sent to the shareholders, debenture holders or creditors or any class of them or advertised in the media by the listed entity.

Regulation 34 of SEBI LODR Regulations – Annual Report

The listed entity shall submit to the Stock Exchanges and publish on its website, a copy of the annual report sent to the shareholders along with the notice of the AGM not later than the day of commencement of dispatch to its shareholders.

Annual Report of the listed company shall include the following –

1. Audited financial statements i.e. Balance sheet and profit and loss accounts along with consolidated financial statements, if any;

2. Cash flow statement;

3. Auditors Report;

4. Director’s report;

5. Management discussion and analysis report;

6. Corporate Governance Report; and

7. Business Responsibility & Sustainability Report (Applicable to top 1000 listed entities based on market capitalization)

Regulation 36 of SEBI LODR Regulation – Manner of sending Annual report to the Shareholders

The listed entity shall send annual report to the Shareholders, not less than twenty-one (21) days before the AGM in the following manner: –

1. Soft copies of full annual report to those shareholder(s) whose email address are registered;

2. Hard copy of statement containing the salient features of all the documents, to those shareholder(s) who have not registered their email address; and

3. Hard copies of full annual reports to those shareholders, who request for the same.

Regulation 42 of SEBI LODR Regulation – Record Date

The listed entity shall intimate the record date to all the Stock Exchange(s) where it is listed for the following events, which include but not limited to:

1. declaration of dividend;

2. issue of right or bonus shares; and

3. corporate actions like mergers, de-mergers, splits etc.

Regulation 44 of SEBI LODR Regulation – Meetings of shareholders and voting

The listed entity shall provide the facility of remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions.

In addition to the above, the top 100 listed entities on the basis of market capitalization shall provide one-way live webcast of the proceedings of the AGM.

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