Know all about Annual General Meeting as per Companies Act, 2013

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Annual General Meeting as per Companies Act

The Companies Act, 2013 is a comprehensive legislation that regulates the functioning of companies in India. One of the significant requirements of the Act is conducting an Annual General Meeting (AGM) by companies. The Annual General Meeting (AGM) is an important event for every company as it provides an opportunity for the shareholders to interact with the management and get an update on the company’s performance. The Companies Act, 2013 (the Act) mandates every company to hold an AGM every year within six months from the end of the financial year. In this article, we will discuss the various aspects of an AGM as per the Companies Act, 2013.

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Meaning of the Annual General Meeting (AGM)

An AGM is a mandatory annual gathering of shareholders, directors, and other key stakeholders of a company. This meeting serves as a platform for the management to present the company’s financial performance, annual report, and future plans to the shareholders. The AGM also enables shareholders to voice their concerns, raise questions, and vote on important resolutions.

Importance of Annual General Meeting

The AGM is an essential corporate event as it provides an opportunity for shareholders to meet the company’s management, ask questions, and clarify doubts regarding the company’s performance and future plans. It also allows shareholders to vote on critical matters, such as the Appointment of Directors, approval of the company’s financial statements, and the declaration of dividends. The AGM ensures transparency and accountability in the functioning of a company, and it is an effective way to strengthen the relationship between the company and its shareholders.

The AGM is an important event in the life of a company for various reasons:

  • Transparent communication: The AGM provides an opportunity for the management to transparently communicate with shareholders about the company’s financial performance, future plans, and any other pertinent information.
  • Accountability: The AGM enables shareholders to hold the management accountable for its actions and decisions.
  • Democracy: The AGM upholds the democratic principles of a company by giving shareholders the right to vote on key issues and resolutions.
  • Compliance: Conducting an Annual General Meeting as per Companies Act is mandatory, and failure to do so can result in legal consequences.

Mandatory provisions related to Annual General Meeting

Certain provisions are mandatory for conducting an Annual General Meeting as per Companies Act, and non-compliance may result in penalties. Some of the crucial provisions are:

  • Notice of Meeting: The company must issue a notice of the AGM to all its members at least 21 days before the meeting. The notice must include the date, time, and venue of the meeting, along with the agenda.
  • Quorum: The quorum for an AGM should be either five members or 1/3rd of the total members, whichever is lower. If the quorum is not present, the meeting will stand adjourned.
  • Business to be Transacted: The business to be transacted at the AGM includes the approval of the annual financial statements, the appointment of auditors, and the declaration of dividends.
  • Voting: Shareholders can vote either by show of hands or by a poll. In case of a poll, the voting can be done through electronic means also.
  • Timing: An AGM must be held within six months from the end of the financial year. However, the Registrar of Companies (ROC) can grant an extension of up to three months.
  • Agenda: The agenda of the AGM must include matters such as the approval of the annual report, declaration of dividends, appointment or reappointment of directors, and any other business that requires shareholder approval.

Companies to hold an Annual General Meeting

Except for One-Person Companies (OPCs), every company must have an AGM at the conclusion of each fiscal year. The AGM must be held within six months of the conclusion of the fiscal year.

In the event of the first general meeting of the year, however, the company may have an AGM within nine months after the conclusion of the first fiscal year. There is no requirement to convene an AGM in the year of establishment if the first AGM has already been held. It is critical to remember that the time interval between the two annual general meetings should not exceed 15 months.

The procedure for holding an Annual General Meeting

The company must provide its members with a clear 21-day notice before conducting an AGM. The location, date, and hour of the meeting must be specified in the notification. The business to be undertaken at the AGM must also be specified in the notice. The notification of the AGM must be sent by the company to:

  • All company members include the legal representative of a deceased member and the assignee of an insolvent member.
  • The Official Auditor of the Company.
  • All of the Company’s Directors.

The notification may be delivered in writing through express mail, registered mail, or electronic means. According the company’s records, the notification must be sent to the member’s address.

According to company records, notification must be delivered to the member’s email address in the case of electronic communication. The notice can be sent through email or as an attachment to an email. The notice of the AGM should be posted on the company’s website or any other website specified by the government. An AGM may be convened within the short notice period rather than the 21-day period if at least 95% of the members have the right to vote in favor of the short notice at a meeting. Permission can be obtained in both written and electronic form.

Minutes of the Annual General Meeting 

Minutes are an official written record, either physical or electronic, of a meeting’s proceedings. A Minutes Book is a book that is kept in either electronic or physical form to record Minutes. 

Each company is required to prepare the minutes of the AGM. The minutes of the AGM are a written record of the proceedings of the previous meeting and the resolutions made at the AGM. The AGM proceedings shall be recorded by the Company Secretary or any other person legally authorized by the Board or Chairman. Within 30 days of the AGM, minutes must be begun, signed, and placed into the minutes register. The Minutes Book will be stored at the Company Registration Office or another location designated by the Board of Directors. If the company’s board requests it, any member/shareholder of the company may see the AGM Minute Book for a charge.

Consequences of not holding an Annual General Meeting

If a company fails to convene an AGM within a stipulated term or an extension granted to it, the Tribunal, or any director or member, may require the AGM to comply with its directions. If a company fails to convene a meeting in accordance with Tribunal orders, each company and each company officer who commits an infringement would be penalized up to Rs 1 lakh. In the event of a default, a fee of Rs 5,000 is levied for each day the default persists.

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In conclusion, the AGM is a crucial event for every company, and it provides an opportunity for the shareholders to interact with the management and get an update on the company’s performance. The Companies Act 2013 lays down the guidelines for the conduct of an AGM, and it is important for every company to comply with these guidelines to ensure a smooth and successful meeting.

Legal Window can assist you with holding of an AGM and other compliances regarding Companies in India. Connect with our Experts for timely delivery of your requirements.

CS Urvashi Jain is an associate member of the Institute of Company Secretaries of India. Her expertise, inter-alia, is in regulatory approvals, licenses, registrations for any organization set up in India. She posse’s good exposure to compliance management system, legal due diligence, drafting and vetting of various legal agreements. She has good command in drafting manuals, blogs, guides, interpretations and providing opinions on the different core areas of companies act, intellectual properties and taxation.

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