Companies Act, 2013 Procedure

Procedure for Conducting Annual General Meeting

Napur Rathore
Nupur Rathore

Published on: Jul 28, 2020

Introduction

Every Company other than a One Person Company shall in each year hold in addition to any other meetings, a General Meeting as its Annual General Meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one Annual General Meeting of a company and that of the next. [Section 96(1)]

First annual general meeting shall be held within a period of nine months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year. If a company holds its first annual general meeting as aforesaid, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation. Registrar may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period not exceeding three months. [Section 96(1) and Clause 2.1 of the Secretarial Standard on General Meetings]

Mandatory Requirements for conducting Annual General Meeting

  1. Every Annual General Meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m. 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 situated. For Unlisted company it may be held at any place in India if consent received by all the members in advance. [Section 96(2)]
  2. Notice of the meeting must be given at least 21 days before the Meeting either in writing or through electronic mode.[Section 101(1)]
  3. The Notice should specify the day, date, time and full address of the venue, Route Map of the Meeting and procedure of e-voting and Proxy Form. A Meeting may be convened at any time and place, on any day, excluding a National Holiday. [Clause 1.2.4 of Secretarial Standard on General Meetings]
  4. Notice shall clearly specify the nature of the Meeting and the business to be transacted thereat. In respect of items of Special Business, each such item shall be in the form of a Resolution and shall be accompanied by an explanatory statement which shall set out all such facts as would enable a Member to understand the meaning, scope and implications of the item of business and to take a decision thereon. In respect of items of Ordinary Business, Resolutions are not required to be stated in the Notice. [Clause 1.2.5 of Secretarial Standard on General Meetings]
  5. Quorum should be present throughout the Meeting. No business should be transacted when the Quorum is not so present. [Clause 3.1 of Secretarial Standard on General Meetings]
  6. Presence of Chairperson must be required.
  7. Maintain the Minutes Book for Signing the minutes.

Following Procedure is to be followed for Conducting Annual General Meeting of the Company [Section 96 and Secretarial Standard on General Meeting (SS-2)]

  1. Conduct a Board Meeting [Section 173 and Secretarial Standard on Board Meeting (SS-1)]
    Conduct a Board Meeting or pass the following Resolutions by Circulation
    • To fix the day, date, time and agenda for the General Meeting.
    • To approve the draft notice of general meeting along with explanatory statement.
    • To authorize Company Secretary or any other officer to issue notice of General Meeting to every member or to every person entitled to receive this notice.
    • The Companies which provide remote e-voting facility shall pass the below mentioned resolutions also
      • To appoint Scrutinizer and an Agency for remote e-voting.
      • To decide the Cut-Off date for reckoning the names of members entitled to voting rights.
      • To authorize Chairman or any other Director duly authorized by the Board to receive the Scrutinizer’s Register, Report on e-voting and other relevant documents.
    [Refer the Procedure for Conducting Board Meeting for more details]
  2. Appointment of Scrutinizer [Section 108 and Rule 20 of the Companies (Management and Administration) Rules, 2014]
    Every company which has listed its equity shares on a recognized stock exchange and every company having not less than one thousand members shall provide to its members facility to exercise their right to vote on resolutions proposed to be considered at a general meeting by electronic means and for providing e-voting facility at the meeting, they shall appoint a Scrutinizer who can scrutinize the voting and remote e-voting process in a fair and transparent manner.
  3. Notice of General Meeting [Section 101, Rule 18 of the Companies (Management and Administration) Rules, 2014 and SS-2]
    • A General Meeting of a Company may be called by giving not less than clear 21 days’ notice either in writing or through electronic mode.
    • Notice shall be sent by hand or by ordinary post or by speed post or by registered post or by courier or by facsimile or by e-mail or by any other electronic means. But where e-voting facility is being provided, notice cannot be sent through Ordinary Post.
    • Notice in writing of every Meeting shall be given to every Member of the company. Such Notice shall also be given to the Directors and Auditors of the company, to the Secretarial Auditor, to Debenture Trustees, if any, and, wherever applicable or so required, to other specified persons.
    • A statement setting out the special business to be transacted at a general meeting shall be annexed to the notice.
    • Notice shall clearly specify the nature of the Meeting and the business to be transacted thereat. In respect of items of Special Business, each such item shall be in the form of a Resolution and shall be accompanied by an explanatory statement which shall set out all such facts as would enable a Member to understand the meaning, scope and implications of the item of business and to take a decision thereon. In respect of items of Ordinary Business, Resolutions are not required to be stated in the Notice.
    • Where this is not practicable, Notice shall be published in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and in an English newspaper in English language, both having a wide circulation in that district, at least seven days before the Meeting, exclusive of the day of publication of the Notice and day of the Meeting. In case of companies having a website, such Notice shall simultaneously be hosted on the website.
    • Listed Companies shall submit the copy of the advertisement to the Stock Exchange within 24 hours from the publication and post the same on the website within 2 working days. [Regulation 30 and 46(3) of SEBI (LODR) Regulations, 2015]
    • Where a record date has been fixed by the listed entity, then it shall give notice in advance of at least 7 working days to Stock Exchange of record date. [Regulation 42 of SEBI (LODR) Regulations, 2015]
  4. Remote e-voting [Section 108, Rule 20 of the Companies (Management and Administration) Rules, 2014]
    The facility for remote e-voting shall remain open for not less than three days and shall close at 5.00 p.m. on the date preceding the date of the General Meeting. During the period when facility for remote e-voting is provided, the members of the company, holding shares either in physical form or in dematerialized form, as on the cut-off date, may opt for remote e-voting.
  5. Maintaining of Proxy Register [Section 105 and SS-2] All Proxies received by the company shall be recorded chronologically in a register kept for that purpose. In case any Proxy entered in the register is rejected, the reasons therefor shall be entered in the remarks column.
  6. Convene a General Meeting
    • Check the presence of Quorum for convening the meeting. Quorum shall be present not only at the time of commencement of the Meeting but also while transacting business.
    • The Chairman of the Board shall take the Chair and conduct the Meeting. If the Chairman is not present within fifteen minutes after the time appointed for holding the Meeting, or if he is unwilling to act as Chairman of the Meeting, or if no Director has been so designated, the Directors present at the Meeting shall elect one of themselves to be the Chairman of the Meeting. If no Director is present within fifteen Minutes after the time appointed for holding the Meeting, or if no Director is willing to take the Chair, the Members present shall elect, on a show of hands, one of themselves to be the Chairman of the Meeting, unless otherwise provided in the Articles.
    • If any Director is unable to attend the Meeting, the Chairman shall explain such absence at the Meeting.
    • Directors who attend General Meetings of the company and the Company Secretary shall be seated with the Chairman.
    • e. The Chairman shall then conduct the Meeting in a fair and impartial manner and ensure that only such business as has been set out in the Notice is transacted. The Chairman shall regulate the manner in which voting is conducted at the Meeting keeping in view the provisions of the Act.
    • The Chairman shall explain the objective and implications of the Resolutions before they are put to vote at the Meeting and provide a fair opportunity to Members who are entitled to vote to seek clarifications and/or offer comments related to any item of business and address the same, as warranted.
    • Company shall provide the e-voting facility to their Members to exercise their Voting Rights if the company having its equity shares listed on a recognized stock exchange other than companies whose equity shares are listed on SME Exchange or on the Institutional Trading Platform and other companies as prescribed.
    • h. Check that vote of thanks is given to the Chair at the conclusion of the General Meeting.
  7. Submit Disclosure of the Proceedings of the Meeting [Regulation 30 and 46(3) of SEBI (LODR) Regulation, 2015]
    Listed Company shall submit a disclosure of proceeding of the general meeting to the stock exchange within 24 hours from the conclusion of the meeting and shall post the same on the website of the Company within 2 working days.
  8. Announcement of Result of e-voting [Section 108, Rule 20 of the Companies (Management and Administration) Rules, 2014 and Clause 8.6 of SS -2]
    The Scrutinizer shall submit a report on total number of votes casted in favour or against the resolution and submit the same to the Chairman of the meeting or any person authorized by him, who shall declare the result. And this result shall be displayed for at least 3 days on the notice board of the Company at its Registered Office, Corporate Office and Head Office and shall be posted on the website of the Company.
  9. Preparation and Signing of Minutes [Section 118 and SS-2]
    Refer the Procedure for Preparation, Signing and Compilation of Minutes of General Meeting.
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