Overview of Annual General Meeting

Annual General Meeting under Companies Act, 2013

ANNUAL GENERAL MEETING

Every Company other than a One Person Company shall in each year hold in addition to any other meetings, a General Meeting as its Annual General Meeting. The Company shall specify the meeting as such in the notices calling Annual General Meeting.

AUTHORITY:

The Board shall every year convene or authorise convening of a meeting of its members called the Annual General Meeting (AGM) to transact items of ordinary business and special business ( if any).

Points to remember:

1. AGM must be held once every year.

2. First AGM of the Company should be held within 9 monthsfrom the closing of the financial year. Hence, it shall not be necessary for the company to hold any AGM in the year of its incorporation.

3. Subsequent AGMof the company should be held within 6 monthsfrom the closing of the financial year.

4. The gapbetween two AGM should not exceed 15 months.

• In case, if it is not possible for a company to hold AGM within the prescribed time, the registrar may, for any special reason, extend the time within which any AGM shall be held. However, such extension can be for maximum 3 months. No such extension is allowed for the holding of first AGM.

5. There is no need to hold an AGM in case of the one person company.

TIME AND PLACE:

1. An AGM can be called during business hours i.e. 9am- 6pmon any day that is not a National Holiday.

2. It should be 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 situated.

3. Provided that AGM of an unlisted companymay be held at any place in India if consent is given in writing or by electronic mode by all the members in advance.

Points to be Remember:

• Timing restrictions need not be followed in case of an EGM.

NOTICE FOR CALLING OF MEETING:

1. Notice of AGM shall be given to every Member of the company, every Director, Auditors, Secretarial Auditor, Debenture trustee (if any) and other specified persons.

2. Notice and other document shall be given at least 21 days in advance of the meeting. For the purpose of reckoning 21 days, the day of sending the notice and the day of the meeting shall not be counted. If notice is given by post/courier, an additional 2 days shall be provided for the service of the meeting.

3. A shorter noticemay be allowed if consent if obtained from 95% of the meeting entitled to vote at such meeting.

4. Notice shall specify the day, date, time and full address of the venue of meeting.

Note: Any accidental omission to give Notice or the non-receipt of such Notice by any member or other person entitled to such notice of the meeting shall not invalidate the proceedings of the meeting.

The following points must be noted (As per Revised SS-2):

> In case of companies having website, the notice shall be simultaneously hosted on the website till the conclusion of the meeting.

> Notice shall clearly specify the nature of the meeting and the businesses to be transacted thereat.

> Notice shall be accompanied by an attendance slip and proxy form with clear instructions.

> No business shall be transacted at a meeting if notice in accordance with this standard has not given and the business is permitted by the Act. 

QUORUM OF AGM:

Quorum shall be present throughout the meeting. Requirement of quorum is as follows:-

In case of Public Company:

Number of members	Quorum
Upto 1000 as on the date of meeting	5
More than 1000 but upto 5000 as on the date of meeting	15
More than 5000 as on the date of meeting	30

In case of  Private Company:

i. 2 members present, shall be the quorum for a meeting of the company.

ii. However, it should be noted that the articles of the company may provide for a higher number as the quorum.

Points to be Remembers:

• Members need to be personally present at a meeting to constitute Quorum.
• Proxies shall be excluded for determining quorum.
• However, the following persons attending a meeting would be considered as members personally present and hence included to constitute meeting:

> Representative of president/governor appointed under sec.112

> Representative of a body corporate appointed under sec. 113

> A donee of Power of  Attorney(POA), if such POA authorized the donee to attend the meeting.

BUSINESS TO BE TRANSACTED AT THE AGM:

1. The consideration/adoption of financial statements and the reports of the Board of Director and auditors

2. The declaration of dividend, if any

3. The appointment of directors in place of those retiring

4. The appointment of fixing of remuneration of the auditors.

All the above businesses to be transacted at the AGM will be Ordinary businesses and all other businesses will be Special businesses.

MINUTES:

1. Minutes shall be recorded in books maintained for that purpose.

2. Minutes book shall be kept at the registered office of the company.

3. A distinct minute book shall be maintained for meetings of the members, creditors and others as may be required.

4. The pages of the minute book shall be consecutively numbered.

5. Each item of business taken up at the meeting shall be numbered.

6. Minutes shall be entered in the minutes book and signed by the chairman within 30 days of the general meeting.

7. The chairman shall initial each page of the minutes book and sign the last page and append to such signature the date on which and the place where he has signed the minutes.

DEFAULT IN HOLDING THE AGM:

If any default is made in complying or holding a meeting of the Company, the Company and every officer of the company, who is in default shall be punishable with fine which may extend to rupees 1,00,000 and in case of continuing default, with a further fine which may extend to rupees 5000 for each day during which the default continues.