Annual General Meeting (AGM) is an opportunity for the shareholders to interact with the management of the company. Companies Act, 2013, as amended from time to time (Act) mandates all companies registered in India, other than One Person Company to hold an AGM during every calendar year, except in the year of its incorporation.
The Act read with rules made thereunder mandates companies to adhere following compliances subsequent to its AGM:
I. Checklist for All Companies-
|Sl.NO.||Applicable provisions of the Act||Provision/ Form No.|
|1.||Section 92 – Annual Return**||Company shall file the Annual Return with the Registrar in Form MGT-7 within 60 days of its AGM.|
|2.||Section 117 – Resolutions and Agreements to be Filed before Registrar of Companies||Company shall file the resolution passed along with the explanatory statement annexed to the notice in Form MGT-14 with the ROC for special resolution and other resolutions passed under Section 117, within 30 days of passing such resolutions.|
|3.||Section 118 – Minutes of proceedings of AGM||Company shall ensure that the minutes of the proceedings of its AGM are entered in minute book within 30 days of the conclusion of AGM.|
|4.||Section 123 – Declaration of Dividend||Company shall pay the dividend or dispatch the dividend warrants within 30 days from the date of declaration of such dividend.|
|5.||Section 124 read with Section 125 – Unpaid Dividend Account||Prepare a statement containing the following details:
a. name of the persons;
b. last known addresses; and
c. unpaid dividend to be paid to each such person within 90 days of transfer to Unpaid Dividend Account and display it on the website of the Company.
In addition to the above, any amount related to unpaid dividend account of companies required to be credited by the companies to the Investor Education Protection Fund as provided under section 125(2) of the Act shall be remitted online along with a Statement in Form IEPF – 1 containing details of such transfer to the Authority within a period of 30 days of such amounts becoming due to be credited to the Fund.
Further, company shall also file Form IEPF – 2 with the Registrar within 60 days of the AGM, containing information of unclaimed and unpaid amounts.
|6.||Section 137 – Copy of Financial Statement to be Filed with Registrar||Company shall file the Audited Financial Statements along with consolidated financial statement, if any, in Form AOC-4, AOC-4 CFS or AOC-4 XBRL, as the case may be, with the Registrar within 30 days of AGM.|
|7.||Section 139 – Appointment of Auditor||Company shall submit the resolution of Auditor’s appointment, if any with the Registrar in Form ADT-1 within 15 days of AGM.|
|8.||Section 152 – Appointment of Director||Company shall submit the resolution of Director’s appointment, if any, (except for Director retiring by rotation) with the Registrar in Form DIR-12 within 30 days of AGM.|
|9.||Para 8.6.2 of Secretarial Standard – 2||The result of the voting, with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been
carried or not shall be displayed on the Notice Board of the company at its Registered Office and its Head Office as well as Corporate Office, if any. Further, the results of voting along with the scrutinizer’s report shall also be placed on the website of the company, if any and of the Agency, immediately after the results are declared.
1. One Person Company and Small Company shall file its annual return Form MGT-7A
2. Annual return, filed by a listed company or a company having paid-up share capital of 10 crore or more or turnover of 50 crore or more, shall be certified by Practicing Company Secretary in Form MGT – 8
In addition to the above, listed companies shall also comply with the provisions specifically applicable on them under, the Act and SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015(“SEBI Regulations”) which were as follows:
|Sl.NO.||Applicable provisions under SEBI Regulations/ Section of the Act||Provision/ Form No.|
|1.||Section 121 – Report on AGM||File a report on the AGM with the Registrar in Form MGT-15 within 30 days of AGM.|
|2.||SEBI Regulation 30 read with Schedule III – Disclosure of events or information||Proceedings of AGM shall be submitted to the stock exchanges within 24 hours of conclusion of the AGM.|
|3.||SEBI Regulation 44 –Meetings of shareholders and voting||Company shall submit to the Stock Exchanges the following details within 2 working days from the conclusion of its AGM:
> Voting result of the resolution passed in the AGM; and
> Scrutinizer report
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