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Draft Circular
F. No. 17/218/2011 CL.V
Government of India, Ministry of Corporate Affairs, CL V Section
Sub: Providing Gifts to the shareholders during Annual General Meeting (AGM) of the Company.
Sir,
The Ministry of Corporate Affairs has been receiving representations form various stakeholders that it has become a general practice in the country to give gifts to the shareholders while they attend any AGM in addition to the dividend recommended by the Board of Directors.
2. It has also been brought to the notice of the Ministry that the companies offer gifts, extravagant food and other charms to shareholders who attend AGM to divert the attention of the shareholders from the main purpose of AGM and their right of key role in the management of the company through AGM. In addition, shareholders are made busy to collect gifts, gift coupons, packet of snacks etc., in the duration of meeting while corporate manage to pass certain resolutions without any debate on the same.
3. The Secretarial Standards on General Meeting issued by the Institute of Company Secretaries of India has also specifically mentioned that no gifts, gifts coupons or cash in lieu of gifts should be distributed to the members at or in connection with the meeting.
4. Keeping the principle of good corporate governance view, it has been decided that no company shall offer any other thing except tea, coffee, soft drinks and snacks etc in the AGM. As a courtesy to the shareholders, the same may be made available before the start of the meeting. Any other gifts, food coupons or gift coupons and other enticement shall be treated as misconduct on the part of board of directors of the company. The directors of such companies shall be liable to pay back the cost of such expenses to the company and shall also be liable for the penal action as provided under section 168 of the Companies Act, 1956 for not convening the AGM properly as required under section 166 of the Companies Act, 1956.
5. All the stakeholders are requested to consider and examine the above proposal of the Ministry and furnish their views /comments /recommendations to the Ministry by 14th August, 2011 on following e-mail addresses.
Yours faithfully,
(Kamna Sharma) Assistant Director
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I totally agree with the point of stakeholders. By my profession as Executive Assistant to top management i have been co-ordinating AGMs from time to time. Even an exhaustive Agenda is ready for AGM there was scarcity of time to discuss as the management tries to take lot of time with the formality of great hospitality, in one way it is a deviation of topics and they conclude with only few of points which are very urgent to take a decision. Stakeholders look forward for AGM for the outcomes of the decisions to be taken for the benefit and progress of the company, employees and the shareholders at large.
when u allowing the expenditure of spouses of managing directors while travelling on tour to out of india, then why share holder is restricted for compliment in AGM ? it creates differences in all share holders. because managing director is also share holder their spouses get free enjoyment on other share holders expenses where as the small share holders are restricted and restricted