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:
|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
|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);
|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.|