The document outlines the key compliance requirements that must be met in preparing for and convening an Annual General Meeting (AGM). It lists 11 provisions related to convening board meetings, preparing notice and annual reports, sending notice to shareholders, keeping documents available for inspection, and ensuring attendance of necessary parties. The key requirements include finalizing directors' reports and financial results, preparing AGM notice and annual report at least 21 days in advance, publishing public notice for e-voting if required, keeping documents like contracts register and proxies available for inspection, and confirming attendance of auditors, directors and proxy representatives.
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S.No - Provision Compliance To Be Done
The document outlines the key compliance requirements that must be met in preparing for and convening an Annual General Meeting (AGM). It lists 11 provisions related to convening board meetings, preparing notice and annual reports, sending notice to shareholders, keeping documents available for inspection, and ensuring attendance of necessary parties. The key requirements include finalizing directors' reports and financial results, preparing AGM notice and annual report at least 21 days in advance, publishing public notice for e-voting if required, keeping documents like contracts register and proxies available for inspection, and confirming attendance of auditors, directors and proxy representatives.
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S.
No Provision Compliance to be done
. Convene Board meeting for finalization of Directors report 1. Section 134 and Financial Result
Prepare and Finalize AGM Notice and Annual Report :
2. Section 101(2) of The Notice shall have (complete address, venue, date, hour Companies Act, 2013 and agenda of the meeting) keeping the following documents And ready: Section 102 and Para 1.2.4 and Para 1.2.10 of AGM Notice ( to include attendance slip, Proxy form, SS-2 (Secretarial Route map, Explanatory statement) Standard of General Directors Report and all Annexure Meetings) Statutory Auditors Report and Financials (including Balance Sheet, Profit & Loss, Cash Flow Statement, Notes to Accounts, Schedules) Sending of the Notice by hand delivery, email, 3. Section 96(2) ordinary post, speed post, registered post, courier or fax. If sent through e-mail – ensure delivery proof. AGM to be called during business hours (9AM to 6PM) except on National Holiday (2ndOct, 15th Aug, 26th Jan), in the same city where the Registered Office is situated. AGM Notice with Documents mentioned above to be sent 21 clear days in advance of meeting. If Notice is sent by post/ courier- send 25 days in advance. A public notice by way of advertisement shall be 4. Para 3A(IV) of MCA published in a vernacular newspaper in a principle circular dated vernacular language of the district in which the 05.05.2020 (AGM registered office is situated and in English language in Circular) English newspaper having wide circulation in that For AGM by district and preferably both newspapers having Companies required to electronic editions. provide e-voting Contents of the public notice for e-voting (If AGM facility done through VC) as per MCA Circular:(to be given before sending the notices and financial statements) a. a statement that the AGM shall be convened through VC; b. the date and time of the AGM through VC; c. availability of notice on the website of the company and stock exchange, in case of listed company; d. the manner in which the shareholders holding shares in physical form or who have not registered their email addresses with the company can cast their votes through remote e-voting or through e-voting system: e. the manner in which the persons who have not registered their email addresses can get the same registered; and cast their vote through remote e-voting or through the e-voting system during the meeting; f. the manner in which the members can give their mandate for receiving dividends directly in their bank accounts through electronic clearing services or any other means; Notice shall be given to: 5. Section 101(3) of 1. Members, (legal representative of deceased member or Companies Act, 2013 assignee if an insolvent member) and Para 1.2.1 of SS-2 2. Statutory auditors 3. Secretarial auditors 4. All directors 5. Debenture trustee (if any) Meeting can be convened on a shorter notice with consent of 6. Section 101(1) of the shareholders holding 95% paid up share capital Companies Act, 2013
Keep ready following docs for Inspection at AGM :
7. Section 189(4) of 1. Register of Contracts ready for Inspection during AGM Companies Act, 2013, ( Any person having right to attend AGM can inspect) Para 6.8 of SS-2 and 2. Proxies (request from Member should be received at least 3 Para 1.2.5 of Secretarial days before the mtg.) Can be inspected from 24 hours before Standard AGM time till AGM conclusion time. 3. Statutory Audit Rep, Secretarial Audit Rep, MOA, AOA- all docs referred to in Notice of AGM- to be made available for inspection at Regd. office during business hours/ Corp Office/ Head Office To follow up with the representatives of the Corporate 8. Para 6.4.2 of SS-2 members to send Board Resolutions and Proxy forms, if any.
To follow up with the representatives of the Corporate
9. Para 6.4.2 of SS-2 members to send Board Resolutions and Proxy forms, if any.
Ensure the proxy forms are received by the Company at least
10. Section 113 of the 48 hours before the time fixed for holding the AGM Companies Act, 2013 (including major shareholders and representation letters from financial institutions) 4.1. Check if Chairman of the Audit, NRC and SRC 11. Para 4.1, 4.2 and 4.3 of Committees have confirmed their attendance at AGM. If the SS-2 they are not attending get them to authorize another Committee Member of that Committee to attend the AGM. 4.2. To follow up with statutory auditors and secretarial auditors and ensure that either they or their representative (ensure that their representative is also qualified to act as Statutory Audit Rep, Secretarial Audit Rep.) Attends the AGM. Company can exempt them from attending. 4.3. Ensure that the proxy file, proxy register, Attendance Slips, Attendance Register, Companies Act, Memorandum & Articles of Association, Annual Report, additional copies of Notice of the Meeting, AGM/EGM Minutes Book, etc. are kept ready at the meeting