Pre and Post Annual General Meeting (AGM) Checklist

1. Appointment of agency (NDSL or CDSL or any other entity approved by MCA) for conducting e- voting and providing video conferencing (‘VC’) facility;

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

3. To fix record date for declaration of dividend;

4. To fix period of book closure;

5. Approval of various matters for inclusion in AGM notice;

6.Approval of the draft notice, fixing of date, time and venue of the Annual General Meeting (‘AGM’ or ‘Meeting’)

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

8. 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

1. Sending of engagement letter to proposed scrutinizer by the company

2. Obtaining of consent letter to act as scrutinizer from the proposed person.

3. Sending of notice of Board meeting along with agenda to all directors of the company

4. Convening and passing of resolution for appointment of scrutinizer for general meeting.

5. Submitting of Board meeting outcome to stock exchange, only for listed company.

6. There is no E-form or any return prescribed under the Companies Act 2013 for submitting intimation of appointment of scrutinizer though it is recommended as per good corporate governance to file E-form MGT-14 within thirty days from the appointment in the Board Meeting.

2. The participants shall be allowed to pose questions in advance on the e-mail address of the company.

3. The company shall provide a helpline number through the RTA, technology provider, for assisting the shareholders before or during the Meeting.

4. The VC facility must have a capacity to allow at least 1000 members to participate on first come first serve basis.

Exempted category: Large shareholders (holding more than 2%), promoters, institutional investors, directors, KMPs, chairperson of audit committee/NRC/SRC and auditors etc. may be allowed to attend the Meeting without first come first serve basis.

2. Contents of the public notice for e-voting:(to be given before sending the notices and financial statements)

a. a statement that the AGM shall be convened through VC;

b. the date and time of the AGM through VC;

c. availability of notice on the website of the company and stock exchange, in case of listed company;

d. the manner in which the shareholders holding shares in physical form or who have not registered their email addresses with the company can cast their votes through remote e-voting or through e-voting system:

e. the manner in which the persons who have not registered their email addresses can get the same registered; and cast their vote through remote e-voting or through the e-voting system during the meeting;

f. the manner in which the members can give their mandate for receiving dividends directly in their bank accounts through electronic clearing services or any other means;

2. Notes to the notice (this will include manner in which shareholders can register their email ids);

3. Explanatory Statement;

4. Instructions for e-voting;

5. Instructions for participating through VC.

Notes: Proxy form, attendance slip, route map is not relevant in case of AGM by VC.

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.

Further, where company has one or more subsidiaries companies, it shall in addition to financial statements, shall also prepare a consolidated financial statement.

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.

2. Contents of the public notice for e-voting as per Rule 20 of MGT Rules

a. statement that the business may be transacted by electronic voting;

b. the date and time of commencement of remote e-voting;

c. the date and time of end of remote e-voting;

d. cut-off date

e. the manner in which persons who have acquired shares and become members of the company after the dispatch of notice may obtain the login ID and password

f. A statement that –

(A) remote e-voting shall not be allowed beyond the said date and time;

(B) the manner in which the company shall provide for voting by members present at the meeting; and

(C) a member may participate in the general meeting even after exercising his right to vote through remote e-voting but shall not be allowed to vote again in the meeting; and

(D) a person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting in the general meeting;

(E) website address of the company, if any, and of the agency where notice of the meeting is displayed; and

(F) name, designation, address, email id and phone number of the person responsible to address the grievances connected with facility for voting by electronic means.

The advertisement shall also be placed simultaneously on the website of the company and of the agency.

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.

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.

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.

1. declaration of dividend;

2. issue of right or bonus shares; and

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

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.

1. Chairman of NRC and SRC or any member of the committee authorized by Chairman;

As per SS-2:

1. Directors, including Chairman of AC, NRC and SRC or other member of the committee authorized by Chairman. If any Director is absent, the Chairman shall explain such absence;

2.Auditors, either by themselves or authorized representative qualified to be an auditor.

3. Secretarial Auditor, either by themselves or authorized representative qualified to be an auditor.

2. Since, the company will opt to provide the same electronic voting system as used during remote e-voting during the general meeting, the said facility shall be in operation till all the resolutions are considered and voted upon in the meeting and may be used for voting only by the members attending the meeting and who have not exercised their right to vote through remote e-voting.

2. The consolidated scrutinizer’s report shall be issued to the Chairman or a person authorized by him in writing who shall countersign the same.

3. The scrutinizer shall hand over the register related to e-voting (in soft copy) post signing of the minutes of the meeting by the chairperson.

4. The voting results declared along with the scrutinizer’s report shall be placed on the website of the company and on the website of the agency.