Ensure AGM compliance for your listed company with our comprehensive checklist. From appointing directors and auditors to filing necessary documents, follow this guide for timely and accurate adherence to regulatory requirements. Stay informed on key tasks, timelines, and relevant regulations to maintain transparency and fulfill your legal obligations.
Listed companies are subject to specific compliance requirements for their annual general meetings (AGMs). These obligations include appointing directors and auditors, paying dividends, and completing necessary filings. Adhering to these timelines and procedures is crucial to maintain regulatory compliance. This comprehensive checklist outlines the key requirements for AGM compliance for listed companies.
ANNUAL GENERAL MEETING COMPLIANCES FOR LISTED COMPANY (includes appointment of directors, auditors and payment of dividend)
| SL No. | Requirements | Descriptive Timeline | Remarks | Reference | Contents |
| 1 | Check with the Chairman of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee about their availability in attending the AGM. If they are unable to attend then get them to authorize another Committee Member of respective Committee to attend the AGM | No timeline | The same is provided under Paragraph 4 of the Secretarial Standard-2 | SS-2 & Regulation 20 of the SEBI LODR regulations | N.A |
| 2 | Obtaining consent of the proposed Scrutinizer | Before convening board meeting in which the draft notice of the AGM and proceedings will be discussed | N.A | N.A | N.A |
| 3 | Convening Audit Committee meeting | N.A | N.A | N.A | N.A |
| 4 | Convening Board meeting for appointment of the Scrutinizer | N.A | N.A | N.A | N.A |
| 5 | Convening Board meeting for approval of Accounts | ||||
| 6 | Convening Board meeting for approval of Notice of AGM | N.A | N.A | N.A | N.A |
| 7 | Confirming appointment of the Scrutinizer | N.A | N.A | N.A | N.A |
| 8 | Finalization of text for E-voting Advice and Ballot form by the Company | N.A | N.A | N.A | N.A |
| 9 | Cut-off Date of shareholders for dispatch of Notice / Annual Reports | N.A | RTA / Company will decide | N.A | N.A |
| 10 | Text of all the resolutions which are to be passed at the AGM duly finalized to be provided to RTA on or before | N.A | RTA/ Company will decide | N.A | N.A |
| 11 | Creation of EVEN / EVSN | N.A | RTA / Company will decide | N.A | N.A |
| 12 | Uploading of Resolution(s) & Company’s Logo to e-Voting Platform | N.A | RTA | N.A | N.A |
| 13 | “Shareholding File” uploading with RTA for obtaining ‘User-ID’ and ‘password’ for shareholders | N.A | RTA | N.A | N.A |
| 14 | Downloading of “Response File” to ascertain “Accepted / Rejected” cases and to get the User id and Password of the share holders whose email ids are not available | N.A | RTA | N.A | N.A |
| 15 | Soft copy (pdf) of Annual Report, Notice, Attendance cum Proxy Form, E-voting instructions etc. to be send to RTA / NSDL for e-mail transmission by RTA / NSDL | N.A | Company | N.A | N.A |
| 16 | Intimation of the Record / Book Closure date to the Stock exchange | Atleast 7 working days before the Record / Book Closure Date, excluding date of intimation and Record / book closure date | N.A | SEBI LODR Reg 34 | N.A |
| 17 | Publish the notice of AGM on the website along with the Annual Report sent to the shareholders Giving the notice along with the Annual Report to the Stock Exchange | Before giving public notice in Sl no. 17 | The same is advised to be published before giving the public notice as the MCA circular provides that the contents of the advertisement should provide for availibility of the same on the website and Stock Exchange | SEBI LODR Reg 34 (not later than the day of dispatch to its shareholder | N.A |
| 18 | Giving of public notice before sending notice and Annual Report (Newspaper Advertisement) | 3 days before dispatching the notice and Annual Report | A public notice by way of advertisement shall be published in a vernacular newspaper in a principle vernacular language of the district in which the registered office is situated and in English language in English newspaper having wide circulation in that district and preferably both newspapers having electronic editions. | Para 3A(IV) of MCA circular dated 05.05.2020 (AGM Circular | 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 |
| 19 | Dispatch of notice along with Annual Report | Atleast 23 days before the AGM | May be sent electronically via e-mail | Sec 101 of Companies Act 2013
Rule 18 of Companies (Management and Administration) Rules 2014 Reg 36 of SEBI LODR Regulations |
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. 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. 6. Proposed fees payable to the statutory auditor(s) along with terms of appointment and in case of a new auditor, any material change in the fee payable to such auditor from that paid to the outgoing auditor along with the rationale for such change; 7. Basis of recomm-endation for appointment including the details in relation to and credentials of the statutory auditor(s) proposed to be appointed. 8. Facility to submit queries and questions in advance to be provided and it shall also state that a maximum of ten questions may be addressed at the AGM 9. Details of TDS deduction upon Dividend Payment |
| 20 | a) Electronic transmission of User-ID and password (by RTA) to eligible shareholders
b) Text of e-Voting instructions to be confirmed to RTA |
RTA to decide
(generally transmitted 21 days prior to commence-ment of e-voting |
RTA / Company will decide | N.A | N.A |
| 21 | Public notice after sending notice and Annual Report (Newspaper Advertisement) | Immediately after completion of dispatch but atleast 21 days before AGM
The public notice and advertisement shall be placed on the website of the company The copy of the public notice shall also be given to the Stock Exchange |
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 |
Rule 20 Companies (Management and Administration) Rules 2014 | 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. the 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. |
| 22 | Publishing audited financial along with that of the subsidiary on the website | Atleast 21 days before the AGM | N.A | Regulation 46 (2) (s) of the SEBI LODR Regulations | N.A |
| 23 | Cut-off date for e-voting | Not more than 7 days before the AGM | N.A | Rule 20 of Companies (Management and Administration) Rules 2014 | N.A |
| 24 | Prior intimation about the AGM | Atleast two working days before AGM excluding date of meeting and intimation | Since dividend will be declared at the AGM | Reg 29 of the SEBI LODR Regulations | N.A |
| 25 | Opening Remote e-voting | Atleast 3 days before AGM | N.A | Rule 20 of Companies (Management and Administration) Rules 2014 | N.A |
| 26 | Closure of remote E-voting | AT 5:00 PM preceding the date of AGM | N.A | Rule 20 of Companies (Management and Administration) Rules 2014 | N.A |
| 27 | E-voting during the AGM | To be open for 15-30 mins after all agenda items are taken up | N.A | N.A | N.A |
| 28 | Proceedings of AGM to be submitted to Stock Exchange | Within 24 hours of conclusion of the AGM | N.A | Reg 30 read with SCH III of SEBI LODR | N.A |
| 29 | a) Submission of the voting result by the Scrutinizer to the Chairman of AGM.
b) Preparation of report under Regulation 44 c) Filing of Proceedings of AGM to SE |
must be within Within two working days of the conclusion of the AGM | Scrutinizer / RTA | N.A | N.A |
| 30 | Scrutinizer’s report and voting results to be submitted to the stock exchange | Within two working days of the conclusion of the AGM | N.A | Reg 44 of SEBI LODR | N.A |
| 31 | Voting results and scrutinizer’s report to be uploaded on the website | Within two working days of the conclusion of the AGM | N.A | SS -2 | N.A |
| 32 | Depositing the amount of dividend | Within 5 days of declaration | N.A | 123 of Companies Act 2013 | N.A |
| 33 | DIR-12, appointment / resignation of a director to be filed with the ROC | Within 30 days of appointment / resignation of the AGM | N.A | 152 of Companies Act 2013 | N.A |
| 34 | MGT 15, Report on AGM | Within 30 days from the conclusion of the AGM | N.A | 121 of Companies Act 2013 | N.A |
| 35 | MGT 14, Resolutions and agreements to be filed with the ROC | within 30 days of the AGM | N.A | 117 of Companies Act 2013 | N.A |
| 36 | AOC 4, Copy of the financial statements | within 30 days of the AGM | N.A | 137 of Companies Act 2013 | N.A |
| 37 | Intimation of payment of dividend on or after the date of payment is to be made to each and ever shareholder as per the shareholding on the book closure day: | On the date of payment of dividend | N.A | Intimation of payment of dividend on or after the date of payment is to be made to each and ever shareholder as per the shareholding on the book closure day:
a. Giving the details of shares held b. The amount of dividend c. The amount of net dividend after deducting tax d. Notes should provide details of TDS and deduction rules e. Request to update bank details with the depository TDS rate for resident shareholders having PAN: @ 10% TDS deducted @ 20% for shareholders without PAN In other cases for eg AIF, MF, etc. it shall be nil upon submission of self declaration + PAN + Certificate of Registration |
|
| 38 | Payment of dividend | within 30 days of declaration | N.A | 123 of Companies Act 2013 | N.A |
| 39 | Minutes of proceedings of AGM | To be finalised within 30 days of the AGM | N.A | 118 of Companies Act 2013 | N.A |
| 40 | Transfer of unclaimed dividend | within 7 days of expiration of 30 days of declaration of dividend | N.A | 124 & 125 of Companies Act
2013 |
N.A |
| 41 | MGT 7 Annual Return | Within 60 days of conclusion of the AGM | N.A | 92 of Companies Act 2013 | N.A |
| 42 | Unpaid dividend details | within 90 days of transfer to unpaid dividend account | Publish the statement on website of the company | 124 & 125 of Companies Act,2013 | Prepare a statement containing the following details:
a. name of the persons; b. last known addresses; and c. unpaid dividend to be paid to each such person |
| 43 | Appointment of Auditor
(material information) |
Within 24 hours of conclusion of the AGM in which he is appointed. | N.A | Reg 30 read with SCH III of SEBI LODR | N.A |
| 44 | ADT-1, Details of appointment of auditor to be filed with the ROC | Within 15 days of the appointment of the auditor at the AGM | N.A | 139 of Companies Act 2013 | N.A |
****
Compliance with AGM requirements is crucial for listed companies to fulfill their legal obligations and maintain transparency. This checklist provides a comprehensive overview of the key tasks, timelines, and reference regulations related to AGM compliance. By following this checklist, listed companies can ensure they meet all necessary obligations, including the appointment of directors and auditors, payment of dividends, and timely filings with the authorities.
Author Bio
Informative and comprehensive article. However, I am unable to view the last coloumn of the article. Please assist on this.
Kindly check now, we have made some changes
Comprehensive checklist. Thanks for sharing.