Annual General Meeting (AGM) Under Companies Act, 2013
An Annual General Meeting (AGM) is an interaction between the management and the shareholders of the Company.
The Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 deals with the convening of Annual General Meeting. It makes it compulsory to hold an Annual General Company to discuss the yearly results, Auditor’s appointment and others.
Annual General Meeting (AGM) Requirement:
Procedure to Hold an Annual General Meeting:
The company must give a clear 21 days notice to its members for calling the AGM. Such notice should mention the place, the date and day of the meeting, time scheduled for meeting and place of meeting.
Notice of AGM should be send to:
The notice of AGM may be given in writing through speed post or registered post or via electronic mode to the address of the member as per records of the company. In case of electronic communication, the notice should be send to the e-mail id address of the member.
Calling of AGM on Shorter Notice:
An AGM can be called at a notice period shorter than 21 days if at least 95% of the members entitled to vote in the meeting give their approval for the shorter notice, such consent can be given in writing or through electronic mode.
In case of a Private Company, two members present at the meeting shall be the quorum for the AGM.
In case of Public Company, the quorum is:
Note: In case the quorum for the meeting is not present within the half an hour from the scheduled time, meeting will be adjourned to the same day in the following week for the same time and at the same place.
Various matters or Agenda of discussion at AGM are:
Ordinary business of the Company will be passed by an ordinary resolution where the votes cast in favor are more than the votes cast against the resolution, in case of special business transactions, the resolution may be passed as ordinary or special resolution depending on the applicable legal provisions. A special resolution requires at least 75% votes in favor of the Resolution.
Conducting Annual General Meeting:
Penalty for default in holding an AGM:
In any case a Company fails to hold an AGM within the stipulated time or extension obtained by it, the Tribunal may itself or on an application made by any Director or member order an AGM to be conducted as per its directions.
Where company further defaults in holding a meeting in accordance with the directions of the tribunal, the company and every officer of the company who commits the default shall be punishable with a fine of up to Rs.1lakh. In case of continuing default, a fine of Rs. 5,000 per day is levied for each day during which the default continues.
Annual General Meeting Extension:
The registrar of Companies can extend the time available to hold an AGM by three months. The Company should apply for an extension in e- form GNL-1 specifying the reasons for the extension and the period for which company requires an extension. The ROC will record the reasons for giving the extension.
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