Checklist for Company Secretary to Plan for convening Annual General Meeting (AGM) through Electronic Means
A. Background of provisions relating to Annual General Meeting
When : Section 96 of the Companies Act, 2013 (“the Act”)and para 2 of SS-2 requires that all companies registered in India, other than a One Person Company, is required to hold an Annual General Meeting (AGM) each calendar year in addition to other General Meeting. A newly incorporated company is required to convene its 1stAGM within a period of nine months from the date of closing ofits 1st financial year and in any other case, within a period of six months, from the date of closing of the financial year. If a company holds its 1st AGM as aforesaid, it is not required to hold any AGM in the year of its incorporation. The gap between two AGM (including the Adjourned AGM) should not exceed more than fifteen months. Every AGM shall be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday (means and includes a day declared as National Holiday by the Central Government).
If any Company is unable to hold the AGM in this year 2020, in accordance with Section 96 and as per framework provided under Ministry of Corporate Affairs (MCA) General Circular No. 20/2020 dated May 05, 2020 (“the said Circular”), it may have to make an Application with the concerned Registrar of Companies of the State where it has its Registered Office, for extension of time for holding the AGM (other than the first AGM) by a further period not exceeding three months.
Where AGM if called physically and not through VC or OAVM, shall be held either at the Registered Office of the company or at some other place within the city, town or village in which the Registered Office of the company is situate. However AGM of an unlisted company may be held at any place in India, if consent is given in writing or by electronic mode by all the members in advance.
For what AGM as the name suggest is annual meeting where in four Ordinary Businesses to be transacted as mentioned under Section 102 (2) of the Act and all other business are considered as Special Business. In this year 2020, the AGM, if convened through electronic mode, it is suggested to transact only four Ordinary Business unless other businesses are unavoidable to be differed.
General Circular No. 18/2020 This year considering the Covid-19 Pandemic, MCA has vide General Circular No. 18/2020 dated April 21, 2020 gave relaxation to the companies whose financial year ended on December 31, 2019, by extending the time for convening AGM, on or before September 30, 2020 (nine months from the end of FY).
Similar extension is expected from MCA for the companies whose financial year ended on March 31, 2020 to convene AGM on or before December 31, 2020 (nine months from the end of FY) without making any Application to the concerned Registrar of Companies, as making such an Application will have an extra cost to the Company. However till June 06, 2020, MCA has not yet announced such relaxation and we are hopeful that MCA will consider the situation and announce such relaxation in time to come.
General Circular No. 20/2020 Due to COVID-19 Pandemic and the restrictions on the movement of persons at several places in the country, Ministry of Corporate Affairs (MCA) has on May 05, 2020 vide General Circular No. 20/2020 (“the said Circular”)provided relaxation to companies to conduct the AGM this year 2020 through Video Conferencing facility (VC) or Other Audio Visual Means (OAVM) subject to manner and modes prescribed in the said Circular and also in line with General Circular No. 14/2020 and 17/2020 dated April 08, 2020 and April 13, 2020 respectively.
Which company can convene AGM through Electronic Mode
As per the said Circular,the company which is not mandatorily required to provide the facility of remote e-voting under the Act, may conduct AGM through VC or OAVM only, which has in its records, the email addresses of at least half of its total number of members, who
a. in case of a Nidhi company, hold shares of more than Rs. 1000/- in face value or more than 1% of the total paid-up share capital, whichever is less;
b. in case of other companie shaving share capital, who represent not less than 75% of such part of the paid-up share capital of the company as gives a right to vote at the meeting;
c. in case of companies not having share capital, who have the right to exercise not less than 75% of the total voting power exercisable at the meeting.
Note –The company to ensure that both the conditions to be complied with and not just one that is (a) having email address of 50% of number of members; and (b) such members are having threshold of holding of shares or voting power as mentioned above.
Hence, the Company should contact all its members through telephone or other means requesting them to register their email address with the Company to enable the Company to convene the AGM by VC/OAVM.
The said Circular is just giving additional option to the company to convene AGM through electronic mode instead of holding AGM with physical presence of members.
B. Checklist / Step Plan for convening AGM Following is a broad Checklist/ Step Plan to assist the Company Secretary or a Compliance Officer/ Management to consider for convening and conducting AGM of the Company this year 2020 through VC/OAVM in accordance with the Act, the said Circular, SEBI (LODR), 2015 (only to comply by listed entities) and Secretarial Standard -2 (SS-2) issued by the Institute of Company Secretaries of India (ICSI) as on 1st October 2017.
| Action to be taken prior to AGM | ||
| Sr No | Particulars | |
| 1 | For Unlisted companies always check the provision of Article of Association (AoA) and also Shareholders Agreement/ Joint Venture Agreement, if any, with reference to provisions for convening AGM like Chairman of the AGM, quorum requirement, approval in advance of any Nominee Director,mode of dispatch and time period for dispatch of Notice for the AGM etc; | |
| 2 | Check with the Accounts department of the Company for final review of financials and check with Audit Team for their final report , ensure obtaining of declaration from all Directors that he is not disqualified to act as a Director,for listed company as per SEBI (LODR), 2015 regulation a certificate to be obtained from Practicing Company Secretary that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority and ensure to obtain a declaration from the Independent Director in compliance with the Act and SEBI (LODR) 2015; | |
| 3 | Check with Registrar & Share Transfer Agent (RTA), if any or In-house Secretarial Department about the availability of final list of all Members with their address and email id registered with the Company ; | |
| 4 | Coordinate with Independent Directors and Chairman of Audit Committee about their query and their availability for Board Meeting and AGM. 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(as per Para 4.1 of SS-2 ); | |
| 5 | Coordinate with Depositories (NSDL/CDSL) and RTA for remote e-voting facility as per section 108 and Rule 20 of Companies (Management and Administration) Rules, 2014 of the Act and also for e-voting process during the AGM;
Note: Providing of remote e-voting facility is mandatory for listed Company and Company having more than 1000 members; |
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| 6 | Propose and take draft oral consent from the Scrutinizer, confirming that if he/they is/are appointed for remote e-voting or e-voting during the AGM, he/they is/are available and can take up the assignment; | |
| 7 | Finalise with the Chairman , the Chairman’s Speech for AGM; | |
| 8 | Finalise with Chairman Notice and detailed agenda for convening of Board Meeting, agendas like approval of draft Financials, Management Discussion and Analysis Report (MDA),Directors Report, review Corporate Governance Report, recommend Dividend, if any, retirement of director by rotation,proposal of appointment of Independent Director, or appointment of Statutory Auditors, if required, finalise the Notice of convening of AGM with Explanatory Statement ; | |
| 9 | Finalise Notice and Agenda for convening of Audit Committee meeting to consider the financials; | |
| 10 | If dividend is likely to be recommended, ensure opening of Bank Account for payment of Dividend as required under the Act and also compliance of the provisions under Section 123 to 127 of the Actincluding preparation for obtaining RBI approval for printing MICR number on dividend warrants and informing Bank in advance to test run the data of ECS for dividend ; | |
| 11 | Check whether company require to fix a record date or intends to close Register of Members or the Register of Debenture-holders or the Register of other security holders. If it is fixed then the Company( Listed entities) require to send an advance intimation of seven days to the Stock Exchange as per SEBI (LODR), 2015; | |
| 12 | Finalise a dedicated helpline number for assisting members for use of technology before and during the AGM for their smooth participation in the AGM; | |
| 13 | Create a dedicated email Address of the Company or give access to virtual data room by giving log in IDs, for giving inspection of documents, if requested by any Member.
The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors/ KMPs are interested, maintained under Section 189 of the Act and all documents referred to in the Notice convening AGM to be made available for electronic inspection without any fee from the members before the AGM and during the AGM ; |
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| 14 | If AGM is proposed to be held through VC/OAVM, then as per the said Circular please take note that except four Ordinary Business as per section 102 (2) of the Act, other Special Business can be proposed, if the same are unavoidable; | |
| 15 | Before deciding time for conducting AGM through VC/OAVM, check the convenience of Members residing in different time zones ; | |
| 16 | Dispatch Notice and detailed Agenda to the Board for the Board Meeting along with the draft Financials, Auditors Report, Directors Report, Secretarial Report and Notice with Explanatory Statement for convening AGM and other relevant documents; | |
| 17 | After the Board Meeting and approval of the Board on various agenda items, check to do all compliances as may be required under the Act and SEBI (LODR) for listed entities ; | |
| 18 | After the Board Meeting, send confirmation to Scrutinizer of their appointment by the Board ; | |
| 19 | After the Board Meeting, if the Board has recommended the Dividend ensure process in place for compliance of issuance of Dividend Warrants or ECS for payment of Dividend, if declared by the members in AGM , as required under the Act; | |
| 20 | The companies, which are not mandated or voluntarily opted for remote e-voting , may choose to send poll paper / ballot paper along with the Notice of AGM, which the member can use for e-voting during the AGM as per the said Circular; | |
| 21 | Keep all records of Members ready with their holding and Email address; | |
| 22 | If details of members like their email Address is not available with the Company, the Company shall immediately make a public Notice in at least one 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 one English newspaper having a wide circulation in that district, preferably both newspapers having electronic editions, asking details of members like email address and other details for payment of dividend if any; | |
| 23 | Ensure that the Final Notice is in accordance with the Act and the said Circular, otherwise the AGM will be considered as Invalid.
Dispatch Notice convening of AGM through VC/OVAM along with other documents by Email to every Member (Equity/ preference/any other security holder)of the company, legal representative of any deceased member or the assignee of an insolvent member, liquidator of body corporate member which is under winding up, in case of joint shareholder to the first shareholder, Directors, Statutory Auditors, Secretarial Auditor, Debenture Trustees, if any, Bank and Financial Institution, JV partner or collaborator ( if agreement with them requires to do so) and to the Stock Exchanges (in case of listed entities); Note (a) Notice is not required to mention venue for AGM through VC/OAVM; (b) Notice shall not have Proxy Form and Road Map for AGM through VC/OAVM ; (c) Notice is required to be sent by giving not less than 21 clear days as per section 101 of the Act (the date of service of Notice and the date of the Meeting are to be excluded) , however AGM can be convened by giving shorter notice than 21 clear days if consent in writing is accorded by not less than 95% of the number of members entitled to vote at the AGM; and (d) Refer section 20 of the Act and Para 1.2.2 of SS-2 which reads that if a Member requests for delivery of Notice through a particular mode, other than the one followed by the Company, he shall pay such fees as may be determined by the Company in its AGM and the Notice shall be sent to him in such mode. However while convening AGM by VC/OAVM in this year in 2020 as per the said Circular, the Company can send the Notice and all documents only through email and shall be considered in compliance; |
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| 24 | Notice of AGM to clearly state as follows:
(a) the maximum number of members, who can participate in AGM through the VC/OAVM Facility, provided by NSDL/CDSL, on a first-come-first-served basis |
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| (b) that the AGM is proposed to be conducted through VC or OAVM in compliance with applicable provisions of the Act / Rules and the said Circular, date and time of AGM, General instructions for accessing and participating in AGM through VC/OAVM and remote e-Voting. It also specify the date and time of commencement and end of Remote e-voting and contains a statement that at the end of Remote e-voting period, the facility shall forthwith be blocked; | ||
| (c) that the facility for electronic voting system or ballot or polling paper shall also be made available at the AGM and members attending the AGM who have not already cast their vote by remote e-voting shall be able to exercise their right at the AGM ; | ||
| (d) that the member who has cast their vote by remote-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again ; | ||
| (e) contact details of the official responsible to address the grievances connected with voting by electronic means ; | ||
| (f) the process and manner for voting by electronic means, the time schedule including the time period during which the votes may be cast by remote e-voting, the details about the login lD, process and manner for generating or receiving the password and for casting of vote in a secure manner; | ||
| (g) the manner in which the members who are holding shares in physical form or who have not registered their email addresses with the Company, can cast their vote through remote e-voting or through e-voting system during the AGM; | ||
| (h) clear instruction on how to participate and instruction for e-voting during the AGM ; | ||
| (i) that a dedicated helpline number for assisting the Members for the use of Technology before and during the AGM ; | ||
| (j) the manner in which the member can get his email address registered with the Company who has not registered as yet; | ||
| (k) that the Company which has not opted for remote e-voting facility as the same is not mandated and hence the members to take note that the AGM is proposed to be conducted through VC/OAVM in compliance with the said Circular and inform member about designated e-mail ID on which member can convey his vote, when poll is demanded in the AGM; | ||
| (l) that facility for registration of Nomination by the member is available for those who holds the share in physical form and detailed manner of how to avail such facility ; | ||
| (m) that the Proxy won’t be allowed in AGM to be convened through VS / OAVM; | ||
| (n) that for body corporate a general guidelines given like submitting Board Resolution or Power of Attorney with specimen signature of Authorized Representative and advisory note to not to share password for e-voting with anyone else; | ||
| (o) that requesting members to complete and/or update their Residential Status, PAN, Category as per the IT Act with their Depository Participants or in case shares are held in physical form, with the Company by sending email to the Company’s email address; | ||
| (p) that the dividend/s, if any, declared by the Members will be paid to the Members as per their mandate registered with the Company or with their respective Depository Participants. | ||
| (q) that process as to how any person who acquires shares of the Company after the Company sent the Notice of the AGM by email and hold the shares as on the cut-off date, may obtain the User ID and Password for voting in the AGM and a person who is not a Member as on the cut-off date should treat this Notice of AGM for information purpose only; | ||
| (r) that advice to members that in terms of SEBI (LODR), 2015, securities of listed entities can only be transferred in dematerialized form with effect from 1st April, 2019 and hence the members are advised who are holdings shares in physical form to dematerialize their shares; | ||
| 25 | AGM Notice with Annual Report to be prominently displayed on the website of the Company, if any; | |
| 26 | AGM Notice with Annual Report also to be sent to Stock Exchange , in case of listed entities; | |
| 27 | Publish a Notice in the Newspaper at least in one vernacular newspaper in principal language of the district where Registered Office is situated having wide circulation in that district and at least one English newspaper having country wide circulation, at least 21 days before the date of AGM, specifying that
a. business will be transacted through voting by electronic means and process mentioned in Rule 20 of Companies (Management and Administration) Rules, 2014 and b. other details as mentioned in the said Circular like statement that the AGM shall be convened through VC or OAVM; date and time of the AGM; availability of notice on the website of the company and stock exchange, if required; the manner in which the members can cast their votes who are holding shares physically and who have not registered their email addresses with the company; the manner in which the persons can get their email addresses registered;any other detail considered necessary by the company; |
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| 28 | Such Public Notice published in the newspaper to be placed on the website of the Company, if any and copy to be sent to the Stock Exchange , in case of listed entities; | |
| 29 | Facility to be created for Members to submit their queries/ questions in advance to enable to reply it in the AGM; | |
| 30 | Inform on website the manner in which Dividend will be paid and encourage Members to share ECS details to enable to pay them the dividend electronically ; | |
| 31 | Making all necessary disclosure as required under the Act as applicable to the Company; | |
| 32 | Remote e-voting facility to be closed at 5.00 p.m. on the date preceding the date of AGM; | |
| 33 | Ensure capability of system of hosting up to 1000 members (for companies providing remote e-voting) or 500 members or members equal to the total number of members of the Company, whichever is lower (for company which is not required to provide remote e-voting).
However, in order to avoid risks of technical disruption, the concrete feasibility and implementation of the technical requirements must be discussed and documented in close collaboration with Depositories, RTA, legal advisors, the technical service provider for the AGM and the Scrutinizers. |
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| 34 | Be prepared for any situation where request from the Members for additional agenda items may be received by the Company at least 14 days prior to the AGM; | |
| 35 | Safeguards should also be taken well in advance of the AGM, in consultation with legal advisors of the Company, for any event which makes the Chairman of the Board who normally presides the AGM or Independent Director/ Director / Scrutinizer incapacitated to attend AGM due to illness of Covid-19, the other Director to chair the AGM and two Scrutinizers to be appointed. We assume that considering the situation, if none of the Independent Director/ Auditors could either attend the AGM or give authority to other Director of the respective committees, due to last minute illness under COVID-19 , the resolutions approved in the AGM still remain valid. | |
| 36 | The Company to encourage the Institutional Investors who are members of the Company, to attend and vote in the AGM. | |
| Action to be taken at the AGM | ||
| 1 | Remind the Chairman, Board Members including Independent Directors, Debenture Trustees, Statutory and Secretarial Auditors or their respective Representatives (who is also qualified to act as Statutory Auditor or Secretarial Auditor)and Scrutinizers, about their diaries and a day before the AGM give a courtesy call ensuring their presence in the AGM and if they need any technical support to enter in AGM to be convened through electronic mode;
Note a. The Company can exempt Secretarial Auditor from remaining present at the AGM; b. Secretarial Auditor shall have the right to be heard at AGM on that part of the business which concerns him as Secretarial Auditor ( refer para 4.3 of SS-2) |
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| 2 | Readiness with following document by the CS and Chairman
(a) Collate all queries/ questions which were received from the members and update about it to the Chairman and Key Managerial Personnel (KMP) who will be attending the AGM and are going to reply to the members in the AGM and (b) Keep the Act, Memorandum & Articles of Association, Annual Report, copy of Notice of AGM ready before entering in AGM through VC/OAVM; |
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| 3 | Ensure the AGM with VC/OAVM is open 15 minutes before the time of AGM to allow the participants to attend the AGM and ensure it remain open 15 minutes after closure of the AGM; | |
| 4 | Coordinate closely with Depositories and RTA for the matters related to AGM and voting ; | |
| 5 | Provide VC facility and entering AGM through VC facility on first cum first serve basis; | |
| 6 | Members holding 2% or more shareholdings, Directors, Promoters, Institutional Investors, KMPs. Statutory and Secretarial Auditors are allowed to participate without first cum first serve basis ; | |
| 7 | Ensure that the AGM through VC/OAVM allows two way teleconferencing or webex for the ease of participation of the members ; | |
| 8 | Maintain record of Members who have attended AGM through VC/OAVM ; | |
| 9 | All the Directors are expected to attend the AGM. In case any Director is unable to attend the AGM, the Chairman should explain the absence of such Director at the AGM. Ensure that at least One Independent Director, if applicable and the Auditor to remain present in AGM
Note : Company may exempt Auditors from remaining present in AGM, however it is advisable that the Auditors remain present in the AGM for replying any query related to accounts, by the members; |
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| 10 | Chairman of the Board presides over the AGM. However in case of e-voting for election of Chairman is required, the Company Secretary to assist in the process; | |
| 11 | If the Chairman is interested in any item of business, without prejudice to his Voting Rights on Resolutions, he shall entrust the conduct of the AGM, in respect of such item to any Dis-Interested Director or to a Member, with the consent of the Members present, and resume the Chair after that item of business has been transacted; | |
| 12 | Attendance of participants to be acknowledged by the Chairman and the Chairman may mute all participants otherwise he cannot conduct the AGM smoothly ; | |
| 13 | Members who attend through VC or OAVM are counted for the purpose of reckoning quorum under Section 103 of the Act; | |
| 14 | Chairman to ensure that the facility of e-voting system is available for the purpose of conducting a poll during the AGM held through VC/OAVM. Chairman to conduct the AGM in a fair and impartial manner and ensure that only such business as has been set out in the Notice convening AGM is transacted. He shall regulate the manner in which voting is conducted at the AGM keeping in view the provisions of the Act and the said Circular; | |
| 15 | Assist the Chairman if required for Roll call and smooth conduct of the AGM. Assistance by the Company Secretary to Chairman is required (a)To enable the Chairman to identify that requisite Quorum is present ; (b)To enable the Chairman to ascertain the votes cast on each Resolution put to vote by e-voting at the AGM (c) To assist the Chairman in coordinating with the Members present and answering their queries; (d)To facilitate voting electronically at the AGM; (e) To analyse the result of Remote e-voting or e-voting at the AGM and facilitate declaration thereof ; and (f) To maintain the decorum of the AGM etc. ; | |
| 16 | Chairman to state that inspection of records were made available on dedicated email address by the Company before and at the AGM; | |
| 17 | Ensure required Quorum as per Section 103 of the Actis present throughout the AGM; | |
| 18 | Ensure that no proxy is allowed in AGM convened through VC /OAVM ; | |
| 19 | Representatives are allowed after verifying BR / POA; | |
| 20 | Provide live Webcast of the proceedings of the AGM, which is mandatory for only top 100 listed companies as per Regulation 44(6) of SEBI(LODR), 2015; | |
| 21 | Ensure and assist in replying all questions or queries sent by the members either in advance on designated e-mail ID of the Company or during the AGM. However, the management must allow and answer questions transmitted by electronic means at their own discretion and in accordance with their duties; | |
| 22 | Ensure that members must also be given the opportunity to ask questions via electronic communication. It is not permissible to completely exclude the right to ask questions.
However the same is at the discretion of the Chairman to unmute the member to allow him to speak at the AGM; |
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| 23 | To note that the Chairman or the management may summarize their answers if there is a flood of questions. In the interest to have proper conduct of the AGM, the Chairman may take into account, among other things, whether the requested information can be obtained elsewhere in the Annual Report; | |
| 24 | E-voting at the AGM is allowed for only those members, who are present in the AGM through VC/OAVM and who have not cast their vote through remote e-voting and are not barred from voting and assist Scrutinizer if required; | |
| 25 | Modification in resolution:
a. No modification shall be made to any Resolution which has already been put to vote by Remote e-voting. b. However, the company which is giving e-voting during AGM can allow modification in the resolution. However, the proposed modification should not be so fundamental so as to destroy the intent of the original Resolution or to alter its effect to a major degree, qualitatively or quantitatively. Similarly, a modification which adds onerous conditions to a Resolution would not be admissible. This situation may arise in a private limited company. The Companies having more than 1000 members are required to give remote e-voting in which case no modification in resolution is allowed; |
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| 26 | For any adjournment of AGM— A duly convened Meeting shall not be adjourned unless circumstances so warrant. The Chairman may adjourn the AGM with the consent of the Members, at which a Quorum is present, and shall adjourn AGM, if so directed by the Members (para 15 of SS-2) | |
| 27 | Chairman to provide e-voting facility at the AGM as per procedure mentioned above ; | |
| 28 | During the AGM through VC / OAVM, where a poll on any item is required, in such case the members shall cast their vote on the resolutions only at such stage on items considered in the AGM by sending email to the designated email address circulated by the Company through their email address(es) which are registered with the Company. Company Secretary to assist the Scrutinizer, if required; | |
| 29 | Ensure proper recording and maintenance of Transcript of AGM ; | |
| 30 | AGM conducted through VC /OAVM may be adjourned by the Chairman, for declaring the result of voting after remote e-voting or e-voting is over for each resolutions ; | |
| 31 | The qualifications, observations or comments or other remarks, if any, mentioned in the Auditor’s Report on the financial transactions, which have any adverse effect on the functioning of the company and the qualifications, observations or comments or other remarks if any, mentioned in the Secretarial Audit Report issued by the Company Secretary in Practice, which have any material adverse effect on the functioning of the company shall be read at the AGM and attention of Members present shall be drawn to the explanations / comments given by the Board of Directors in their report; | |
| 32 | Ensure each item of Agenda of Notice of AGM is transacted at the AGM ; | |
| 33 | Closure of AGM with vote of thanks to the Chairman. | |
| 34 | General Note :
a. For any business of Related Party Transaction in AGM,ensure compliance of section 188 of the Act and SEBI (LODR), 2015; b. Companies offering the facility of Remote e-voting should not withdraw any Resolution once Notice of AGM has been issued; |
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| Action to be taken after the AGM | ||
| 1 | Submission of Report by Scrutinizer to the Chairman of the Company or to any other person authorized by the Chairman after the completion of the scrutiny of the e-voting (votes casted during the AGM and votes casted through remote e-voting), within 48 hours from the conclusion of the AGM; | |
| 2 | Upload the result of voting on each Resolutions placed in AGM along with the Report of Scrutinizer on Website of Company and submit the same to the Stock Exchange (in case of listed entities) ; | |
| 3 | Transcription of AGM of public and listed company to be uploaded on website of the Company ; | |
| 4 | Report to Stock Exchange the outcome of AGM including a confirmation that the Meeting was convened, held and conducted as per the provisions of the Act (In case of listed entities) and such report to be a fair and correct summary of the proceedings of the AGM (refer para 19 of SS-2) ; | |
| 5 | Deduction of TDS on Dividend; | |
| 6 | Payment of Dividend by Electronic Clearing Service (ECS) or any other means and transfer unclaimed dividend to a separate bank account and follow up with Bank and RTA for reconciliation date ; | |
| 7 | In the event the Company is unable to pay the dividend to any Member directly in their bank accounts through Electronic Clearing Service or any other means, due to non-registration of the Electronic Bank Mandate, the Company shall dispatch the dividend warrant/ Bankers’ cheque/ demand draft to such Member, at the earliest once the normalcy is restored; | |
| 8 | Ensuring compliance of all other provisions related to AGM of the Company; | |
| 9 | Filing of all necessary documents with regulatory authorities as required under the Act and other act, rules, regulations as may be applicable to the Company like Banking,, Insurance, Housing Finance Companies etc.; | |
| 10 | Finalize and get the signature on the Minutes of AGM within 30 days from the date of AGM; | |
| 11 | Obtain signed copy of all Resolutions and Explanatory Statement, if any and file Form MGT 14 or GNL 2 for all resolutions approved in the AGM held through VC/OAVM with in maximum 60 days from the date of AGM, clearly mentioning therein that the mechanism provided under the said Circular and all other relevant provisions of the Act and rules were duly complied with by the Company; | |
| 12 | Intimate Auditors (Statutory or Cost) about their appointment in AGM; | |
| 13 | Filing of Form AoC-4 (standalone, consolidated, XBRL) for Annual Report in 30 days from the date of AGM, Form ADT-1 for Auditors Appointment in 15 days from the date of AGM and Form MGT-7 for Annual Return in 60 days from the date of AGM along with required documents with the MCA; | |
| 14 | Update Register of Directors and KMPs if any Director/ KMP is appointed or re-appointed and update the Statutory Register, if required, once the normalcy is restored. | |
Dislcaimer: This Article is only for sharing of knowledge and information and should not be construed as professional advice by our Firm or the author of this article. We expressly disclaim all and any liability to any person for any errors or omissions. Should you have any queries on any aspect contained in this article, you may contact the author by way of an e-mail or write to us at amita@amitadesai.com.
Mahipal Thakur ACS and Amita Desai FCS | Amita Desai & Co. | Company Secretaries
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