Section 101 and 96 of Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, Secretarial Standard on General Meetings (SS-2) and SEBI (LODR) Regulation, 2015
Major points to be focused while making notice of Annual general meeting
1) Approval of the Board is necessary for the issuance of the Notice of AGM including – the items of business to be transacted, text of Resolutions and explanatory statement contained in the Notice.
2) For a valid AGM, the Notice of the Meeting should be given by a person duly authorised by the Board.
3) Notice of Annual general meeting (AGM) of a company is given 21 clear days in advance. The date of sending notice and date of AGM shall be considered extra for calculation of 21clear days.
4) If Notice is sent by post/ courier, 2 days extra need to be considered.
5) Annual general meeting can be convened on a shorter notice, if consent is accorded by members having not less than 95% of members entitled to vote there at.
6) The notice of AGM of the company shall be given to every member, legal representative of any deceased member or the assignee of an insolvent member, auditor and every director of the company.
7) Notice of an AGM shall specify the place, date, day and the hour of the meeting.
8) Notice is given either in writing (mode of dispatch may be Registered Post/ Speed post/ Courier) or by electronic mode.
9) A notice may be sent through e-mail as a text or as an attachment to e-mail or as a notification providing electronic link or Uniform Resource Locator for accessing such notice.
10) The e-mail shall be addressed to the person entitled to receive such e-mail as per the records of the company or as provided by the depository
Provided that the company shall provide an advance opportunity at least once in a financial year, to the member to register his e-mail address and changes therein and such request may be made by only those members who have not got their email id recorded or to update a fresh email id and not from the members whose e-mail ids are already registered.
11) The notice of the AGM of the company shall be simultaneously placed on the website of the company.
12) Every annual general meeting shall be called during business hours on any day that is not a National Holiday and shall be held 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 situate.
Provided that annual general meeting of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance
13) In case of listed entity, information of Notice given to shareholder will be published in newspaper. The information in news paper shall be published in at least one English language national 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 listed entity is situated. (Regulation 47 of SEBI (LODR) Regulation, 2015)
14) The listed entity shall publish the information specified in point no 13 to the stock exchange(s) simultaneously. (Regulation 47 of SEBI (LODR) Regulation, 2015)
15) The listed entity shall submit to the stock exchange and publish on its website a
copy of the annual report sent to the shareholders along with the notice of the annual general meeting not later than the day of commencement of dispatch to its shareholders. (Regulation 34 of SEBI (LODR) Regulation, 2015)
Business to be transacted at an Annual General Meeting given in notice
A) Ordinary Business
(i) Consideration and Adoption of financial statements, consolidated financial statements, if any, and the reports of the Board of Directors and Auditors.
(ii) Declaration of any dividend.
(iii) Appointment of Directors in the place of those retiring by rotation.
(iv) Appointment and fixing of remuneration of the Auditors.
B) Special Business: means business other than the Ordinary Business.
Some example of Special Business
i) Consider and Approve of appointment of Director other than director appointed through ordinary business.
ii) Remuneration of Director.
iii) Approval of Material Related party transaction.
iv) Ratify the remuneration of the cost auditor.
v) Alteration of MOA/ AOA.
v) Others as require.
1) As per section 102 of the Companies Act, 2013 explanatory Statement set out all material facts relating to special business to be given in notice.
2) In case of the appointment of a new director or re-appointment of a director the shareholders must be provided the following information. (Regulation 36 of SEBI (LODR) Regulation, 2015 and (SS-2) Secretarial Standard on General Meetings)
(a) Age of Director
(b) Director identification number
(d) Nature of his expertise in specific functional areas
(e) No of share held in company
(f) Date of first appointment on the Board
(g) Terms and conditions of appointment/ reappointment
(h) Last Remuneration drawn
(i) No. of Board meeting attended
(j) Directorship held in other companies
(k) Brief resume of the director
(l) Disclosure of relationships between directors inter-se
(m) Membership / chairmanship held in committee of other companies
(n) Shareholding of non-executive directors.
3) Any accidental omission to give notice to or the non-receipt of such notice by, any member or other person who is entitled to such notice for AGM shall not invalidate the proceedings of the meeting.
Other points to be mentioned in notice of AGM for Shareholder’s Attention
1) A member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. The instrument appointing the proxy should, however, be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the Meeting.
2) A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percentage of the total share capital of the Company carrying voting rights. A member holding more than ten percentage of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.
3) The instrument appointing a proxy shall be in writing and be signed by the appointer or his/her attorney duly authorized in writing or, if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorized by it.
4) Proxies submitted on behalf of limited companies, societies etc. must be supported by appropriate resolution/authority, as applicable, issued by the member.
5) The Landmark for reaching venue of the Annual General Meeting and the route map of venue is mentioned/ annexed with the notice.
6) Corporate/Institutional Members (i.e. other than individuals, HUF, NRI etc.) intending to send their authorized representatives to attend the Meeting are requested to send certified true copy of the Board Resolution/Authority Letter, together with attested specimen signature(s) of the duly authorized representative(s), to the Company to attend and vote on their behalf at the Meeting.
7) Members are requested to bring their attendance slip along with their copy of Annual Report to the Meeting.
8) Members/Proxies/Authorized Representatives are requested to deposit the attendance slip duly filed and signed for attending the Meeting. Members who hold shares in dematerialization form are requested to write their client ID and DP ID number for identification.
9) In case of joint holders attending the meeting, only such joint holders who are higher in the order of names will be entitled to vote.
10) All the documents referred to in the notice are open for inspection at the Registered Office of the Company on all working days (except Saturdays, Sundays and Public holidays) during business hours up to the date of AGM and copies thereof are also available at Company`s Registered office. The Register of Directors and Key Managerial Personnel & their shareholding maintained under section 170 of the Companies Act, 2013 and the Register of Contracts & Arrangements in which directors are interested maintained under section 189 of the Companies Act, 2013 shall be open for inspection at the meeting to any person having right to attend the meeting.
11) Book closure date and cut-off date will be mentioned in notice. Any person, who acquires shares of the company and becomes a shareholder of the Company after dispatch of the Notice of AGM and holds shares as on the cut-off date, may obtain the login ID and password by sending a request to email id of company.
12) Members having any query relating to the Annual Accounts, are requested to send the same to the Company Secretary at the Registered Office of the Company at least seven days before the date of Annual General Meeting so as to enable the management to keep the information ready for replying at the meeting.
13) In Compliance with regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 substituted by the Companies (Management and Administration) Amendment Rules, 2015, the Company has provided an facility to the members to exercise their votes electronically through the electronic voting system facility as provided by the CDSL/NSDL. The facility for voting through ballot paper will also be made available at the AGM and the members attending the AGM who have not already cast their votes by remote e-voting shall be able to exercise their right at the AGM through ballot paper. Members who have cast their vote by remote e-voting prior to the AGM may attend the AGM but shall not be entitled to cast their vote again.
14) The instructions/ Procedure for voting electronically will be mentioned in detailed.
(The views expressed herein are personal views of the Author. The views expressed herein in not intended and shall not be taken as, legal advice. For any further queries, the author can be reached at following Email id: [email protected])