List of documents required to be carried at Annual General Meeting for inspection
The Companies Act, 2013, as amended from time to time, read with rules made thereunder (the “Act”), has provided numerous powers and rights to members, debenture holders and other stakeholders which includes, but not limited to, inspection of statutory financial records, agreements and register of the company as prepared according to the provisions of the Act.
Further, to maintain transparency and good corporate governance, members have right to take extract of such records and register, by paying fee as prescribed under the Act, for getting copies of such inspected documents. The list of the documents which are required to be kept at the Annual General Meeting (“AGM”) venue by the company are as follows:
|S.NO.||Relevant Section of the Act||Provisions|
|1.||Section 145 – Auditor
|If Auditor has provided any qualifications, observations or comments on financial transactions or matters, which have any adverse effect on the functioning of the company, then it shall be open to inspection by any member of the company.|
|2.||Section 171 – Inspection right of Members of the Company||Every company shall maintain a register of its Directors and Key Managerial Personnel (“KMP”) and their shareholding, in accordance with Section 170 of the Act, which require to be kept open for inspection by any person attending the AGM of the company.|
|3.||Section189 – Register of Contracts or Arrangements in Which Directors are
|Companies shall require to prepare and disclose following details in its register in prescribed format i.e. MBP – 4, if applicable, and the same shall also be kept open for inspection to any person attending the AGM of the company:
i. Disclosure under Section 184(1) – Interest of Directors or KMP in other companies, bodies corporate, firms or other association of
ii. Disclosure under Section 184(2) – Contracts or arrangements with a body corporate or firm or any other entity, in which any director is, directly or indirectly, concerned or interested;
iii. Disclosure under Section 188 – Contracts or arrangements with a related party.
|4.||Para 1.2.5 of Secretarial
Standard – 2 on General Meetings (“SS-2”)
|All the documents, contract, agreement, referred in the AGM Notice along with the relevant explanatory statement, which includes but not limited to the following, shall be available for inspection:
i. Statutory Auditor Report;
ii. Secretarial Auditor Report;
iii. Eligibility certificate from the Auditor;
iv. Letter and brief profile, in case of appointment of Director;
v. Memorandum of Association; and
vi. Articles of Association; etc.
|5.||Para 6.8 of SS-2||Proxies Register shall be made available for inspection during the period beginning from 24 hours before AGM time till AGM conclusion time.|
|6.||SEBI (Share Based Employee Benefits)
|Certificate from Auditors of the Company, certifying that the Employee Stock Option Scheme of the Company is being implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and shall be available for inspection in the meeting, if any.|
** As per Para 13.1 & 13.2 of SS-2, the qualifications, observations or comments mentioned in the Secretarial Auditor Report or in Statutory Auditor Report, which have any adverse effect on the functioning of the company, then it shall be read at the AGM.
In addition to the above, there are some general documents which the company should carry at the AGM venue for their convenience such as:
> Attendance Slips;
> Copies of AGM Notice;
> Polling paper/ Ballot Paper in Form MGT-12;
> Speech of Chairman and other senior officers of the Company;
> Shareholders Query sheet; and
> Feedback form etc.
Transparency in numerous documents/ records of the company is very crucial to maintain good corporate governance. Members play an important role in the same, by accessing the information and keeping a record of such transactions, documents and records of the company.
Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions read with circulars issued thereon and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information. IN NO EVENT I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION.