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An Annual General Meeting (AGM) in a listed company is more than just a routine event; it’s a strategic platform that fosters critical business discussions and fulfills statutory obligations. Compliance with Section 96 of the Companies act 2013 and SEBI LODR (Listing Obligations and Disclosure Requirements) regulations, 2015 is paramount. This article provides a comprehensive checklist for listed companies to navigate through the essential steps and ensure a successful AGM.
| Sr. No. | Schedule of AGM and checklist | |
| 1 | Intimate to the Stock Exchange of the Board Meeting to be held. | As per Regulation 29 of SEBI LODR |
| 2 | Intimation to the stock exchange in XBRL format for change in –
|
Intimation needs to be given for appointment, reappointment, change in designation, removal, resignation |
| 3 | Obtain Consent/Eligibility letter for appointment of Statutory Auditor, Cost Auditor, Secretarial Auditor and Scrutinizer. | |
| 4 | Hold Board Meeting and consider following business:- | |
| Approval of Standalone Audited/ Un-audited financial results for Quarter & Year end | ||
| To approve Notice of AGM, Fix day, date, time and venue of Annual General Meeting of the Company. | Intimation to the stock exchange is not mandatory but it is advisable to give intimation | |
| Fix the cut –off date to determine the entitlement of voting rights of members for e-voting and to fix the commencement and closing date for e-voting | – | |
| To approve Share Transfer Books & Register of Members and Book closure dates for the Annual General Meeting | ||
| To approve Directors Report for the Financial Year. | Intimation to the stock exchange is not mandatory but it is advisable to give intimation | |
| To approve corporate Governance Report for the Financial Year. | Intimation to the stock exchange is not mandatory but it is advisable to give intimation | |
| To take note new Statutory Auditors eligibility certificate. | ||
| To approve Management Discussion & Analysis Report | Intimation to the stock exchange is not mandatory but it is advisable to give intimation | |
| Appointment of secretarial auditor. | Give intimation to stock exchange | |
| Appointment of Scrutinizer for AGM | ||
| Appointment of Internal Auditor. | ||
| Approval of Cost Audit Records and Cost Audit Report. | ||
| Appointment of Cost Auditor for Financial Year | ||
| 5 | Outcome of Board Meeting: Inform stock exchanges after Board Meeting within 30 minutes of the closure of the Board Meeting outcome and PDF of Financial Results. | As per regulation 30 of the SEBI LODR |
| 6 | Submission of Results along with Limited Review Report within 30 min in PDF format. | |
| 7 | Submission of Results in XBRL format Within 24 hrs from submitting PDF. | |
| 8 | File outcome of Board meeting in XBRL format (if applicable) within 24 hours of submitting PDF | |
| 9 | Intimation to Stock Exchange Separately within 24 hrs of BM | |
| Book closure Date for AGM & Dividend and cutoff date for E-voting as per Regulation 42 of LODR | ||
| Brief profile of Re appointed Director as per Regulation 30 of LODR | ||
| Intimation of AGM | ||
| Brief profile of Statutory Auditors (if new Appointment) | ||
| 10 | Intimation to CDSL and NSDL about Book closure Date for AGM and cut-off date for E-voting | |
| 11 | Registrar & Transfer Agent (RTA) Intimation: Engaging Transfer Agents | Notify the RTA about book closure dates and e-voting cutoff. |
| 12 | E-Voting Platform: Facilitating Electronic Voting | E-Voting Facilitation: Select an e-voting platform and appoint CDSL or NSDL to manage the electronic voting process. |
| 13 | Generate EVSN: E-Voting Preparation | Electronic Voting Sequence Number (EVSN): Generate EVSN for the e-voting process. |
| 14 | Publication of Results | Publication of Quarterly Results in Newspaper within 48 hours of BM in one English daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the company is situated |
| 15 | Website Updates | Document Updates: Update financial results and other pertinent documents on the company’s official website. |
| 16 | Filing of Form MGT-14 within 30 days of Board Meeting | |
| Approval of Financial Statements | ||
| Approval of Directors report | ||
| Appointment of secretarial auditor | ||
| Appointment of Cost Auditor for Financial year | ||
| Re-appointment of Managing Director/WTD (if any) | ||
| Appointment of Internal Auditor | ||
| 17 | Form CRA-2 Filing: Cost Auditor Appointment | Filing Form CRA-2: Within 30 days of the board meeting, file Form CRA-2 for the appointment of cost auditors. |
| 18 | Form CRA-4 Filing: Cost Audit Report Approval | Filing Form CRA-4: Within 30 days of the board meeting, file Form CRA-4 for the approval of the cost audit report for FY 2019-20. |
| 19 | Form DIR-12 Filing: Managing Director Reappointment | Filing Form DIR-12: Within 30 days of the board meeting, file Form DIR-12 for reappointing managing directors and whole-time directors, if applicable. |
| 20 | Form MR-1 Filing: Director Reappointment: | File Form MR-1 for Re-appointment of Managing Director/Whole-time Director within 60 days of Appointment (if any) |
| 21 | Finalizing the Annual Report | Conclude the process by finalizing the comprehensive annual report. |
| 22 | Advertisement in Newspapers prior to Dispatch of Notice of AGM as per MCA Circular to include the following:
I. a statement that the AGM through VC or OAVM; |
|
| 23 | Dispatch Annual reports to members through E-mail and obtain dispatch proof for presenting in AGM at least 23 days before the date of Annual General Meeting | |
| 24 | Submit Annual Report along with Notice of AGM and Route MAP to BSE atleast before 23 days before AGM and immediately after Dispatch | |
| 25 | Publication in newspaper Notice of Book Closure, E-voting and AGM Immediately after Dispatch of Annual Report | |
| 26 | Annual report along with notice of AGM and route Map to be placed on company’s website also update notice of book-closure on Company’s website along with notice under section 160 | |
| 27 | Upload notice of AGM on E-voting website (E-voting Provider), along with Short Summary of the Resolutions to be passed. | |
| 28 | Invitation of Meeting to all the Directors & Auditors of the Company | |
| 29 | Send SMS through CDSL & NSDL to shareholders for e-voting | |
| 29 | Activate EVSN | |
| A | Before AGM Checklist | |
| Remind RTA about Book Closure and uploading the Register of Members for E-voting | ||
| Activate the E-voting on CDSL before the date of beginning of E-Voting (Activate EVSN) | ||
| Prepare proceedings for conducting the annual general meeting (before and after) | ||
| Call for Alpha Index from RTA as per cut-off date & Regiser of Members as on cut of date. | ||
| Cut-off Date /Ben Pos date Shareholding pattern for e-voting | ||
| The Chairman of the Audit Committee, Statutory Auditor, Secretarial Auditor shall be present at Annual General Meeting to answer shareholder queries | ||
| B | FOR AGM Checklist | |
| Confirm the quorum for AGM :- | ||
| 5 members personally present if total no. of members not more than 1000 | ||
| 15 members personally present if total no. of members more than 1000 but upto 5000 | ||
| 30 members personally present if total no. of members exceeds 5000 | ||
| facility for joining the meeting shall be kept open at least 15 minutes before the time scheduled to start the meeting and shall not be closed till the expiry of 15 minutes after the start of AGM | ||
| Registers to be kept for inspection by members during AGM :- Register of Directors’, Directors’ Shareholdings, Register of Members and Register of Share Transfers, Investments, Loans, Charges (As per new Companies Act,2013) | ||
| two‐way VC or OAVM facility for the AGM for companies having more than Thousand Members two‐way VC or OAVM facility for the AGM for companies having more than Thousand Members | ||
| VC or OAVM facility must have a capacity to allow at least 1000 members to participate web platform on a first come‐first‐served basis Shareholders holding 2% or more shareholding, promoters, institutional investors, Directors, Key Managerial Personnel, Chairpersons of Audit, NRC, SRC Committee, and Auditors of the Company have to be mandatorily provided VC or OAVM facility on a two way Communication | ||
| Preparation of Attendance register online facility to be verified with service provider | ||
| Copy of Memorandum & Article of Association | ||
| Dispatch proof of Annual Reports by Email | ||
| Facility for providing E-voting during the AGM | ||
| C | Post AGM Checklist | |
| Generate E-Voting report and count physical ballot result (consolidated results) | ||
| Upload outcome of AGM Proceedings to Stock Exchange (within 24hrs of AGM) | ||
| Submission of Results along with Scrutinizer Report in PDF format as well as Voting Results in XBRL format (within 2 Working days) | ||
| Filing of MGT 14 Within 30 days from the date of AGM for special resolutions passed | ||
| Filing of DIR-12 Within 30 days from the date of AGM for Regularisation of Directors | ||
| Form MGT-15 within 30 days from the date of Annual General Meeting for report of AGM | ||
| Filing of form No. AOC-4 XBRL within 30 days from the date of AGM | ||
| Filing of Form MGT-7 within 60 days from the date of AGM. |
In conclusion, an Annual General Meeting in a listed company is a pivotal event that demands meticulous planning, compliance, and execution. Adhering to Section 96 of the Companies Act 2013 and SEBI LODR regulations, 2015, is crucial for maintaining transparency, fulfilling obligations, and fostering shareholder trust. This checklist serves as a robust guide for listed companies to navigate through the intricacies of AGM preparation, ensuring a successful and compliant gathering.
Disclaimer: This checklist is intended as a guideline and should be adapted to the specific circumstances of each listed company. The author disclaims any liability for direct, indirect, special, or incidental damage arising from the use of this information.
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Author Bio
good write up
CS Ramakanth Kunapuli