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Annual General Meeting under Companies Act, 2013

July 9, 2018     by Kamini Goyal

Annual General meeting bridges the gap between the investors and the management. It’s the right of the investors to be provided and the duty of the management to provide transparency and good governance to all the stakeholders of the Company.

To facilitate the above mentioned and to safeguard the interest and investments of the shareholders necessary provisions has been specified under The Companies Act, 2013 for convening of an Annual General Meeting.

In the light of the above, the provisions for convening the Annual General Meeting are enumerated below:

 

 

Due Date

Compliances
In case of First AGM Subsequent AGM
It shall be held within a period of nine months from the date of closing of the first Financial Year of the Company. Within a period of six months from the date of closing of the Financial Year. Not more than fifteen months shall elapse between two subsequent AGMs.

 

 

Notice of AGM

When to Send Contents of Notice Whom to Send How to Send
A 21 clear days’ notice is required to be given. The meeting can be conveyed even on a shorted notice, provided that consent of 95% of the member entitled to vote has already been obtained. I. Notice shall specify the Place, Day, Date & Time of the meeting.

II. Business to be transacted thereat.

III. Explanatory Statement for all Special Business.

I. Every Member, Debenture Trustees, Legal Representative or Assignee of an insolvent member.

II. The Secretarial Auditors of the Company.

III. Every Director and Auditor of the Company.

I. By Hand

II. By ordinary or speed post

III. By Courier

IV. By Fax

V. By E-Mail or any other electronic means

 

When & Where to hold the AGM

Time Venue Day
Meeting shall be called during business hours i.e., between 9 A.M. and 6 P.M. AGM shall be held either at the Registered Office of the Company or at some other place within the city, town or village where Registered Office of the Company is situated.

 

In case of Unlisted Companies, the AGM may be held at any place in India, if consent is given in writing or by electronic mode by all members in advance.

 

In case of Government Companies, the AGM shall be held:

I. either at the Registered Office of the Company or

II. At such other place within the city, town or village in which the registered office of the company is situated or

III. At such other place as the Central Government may approve in this behalf.

Day should not be a National Holiday.

 

Thus, AGM can be held even on Sunday’s under Companies Act, 2013.

 

 

Particulars of explanatory Statement A Statement setting out the material facts concerning each item of special business, such as: –

 

a.                   Nature of concern or interest, financial or otherwise, if any, in respect of each items of-

I. Every director and the manager, if any;

II. Every other KMP; and

III. Relatives of the persons mentioned in sub- clauses (I) and (II);

 

  1. Any other information and facts that may enable members to understand the meaning, scope and implications of the items of the business and to take decisions thereon.

 

 

Quorum

Public Company Private Company
Total number of members Quorum: Members to be personally present  

Two members personally present

Not more than 1000 5 Members
More than 1000 but up to 5000 15 Members
Exceeds 5000 30 Members

 

Preparation of Financial Statements (Schedule III) Documents to be attached with Financial Statements-

 

I. Auditors’ Report

II. Board Report

III. Extract of Annual Return (MGT-9) to be included in Board Report

Companies having subsidiaries or associate Section 129 (3) of Companies Act, 2013, where a company has one or more subsidiaries or associate Company, it shall also prepare consolidated financial statements of itself and of all the subsidiaries.

 

 

4 thoughts on “Annual General Meeting under Companies Act, 2013

  1. Can you please tell me sir what are the problems we generally face while conducting Annual General meeting , Extra Ordinary General meeting and Board meetings in a Company?

  2. What are the penalties (with respect to delay) associated with an increase in time interval of more than 15 months between respective agm’s. Within what time limit do we have to report roc regarding agm and what are the documents to be submitted?

    1. As per the provisions of Section 96 of Companies Act, 2013, every Company shall in each year call an Annual General Meeting and not more than 15 months shall elapse between two AGMs.

      However, the registrar may extend the period within any AGM shall be held, not exceeding 3 months.
      However, the registrar may extend time limit for conducting AGM for further 3 months.

      If default is made in complying with section 96, there is power with the Tribunal to call AGM on the application of any member of the Company. (Section 97)

      If any default is made in holding AGM as per section 96 & 97, the Company and every officer of the Company who is in default shall be punishable with fine which may extend to Rs. 1 lac and in case of continuing default, with a further fine which may extend to Rs. 5000 for every day during which default continues.

      Every listed public Company shall file with the registrar a copy of the report within 30 days from the date of AGM in e-form MGT-15 and there are no requirements to submit the documents with the form.

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