General Meetings under Companies Act, 2013 and Secretarial Standard II

Annual General Meeting which is held every year for the members of the company which discloses functioning of the company all over the previous Financial Year in details in quantitative and qualitative aspects. It transact items of ordinary business as well as special business specifically require to transact at an AGM. The AGM ensures the interest of shareholders is protected. It provides opportunity to the shareholders to review the functioning of the company during the previous year.

 

> Section 110(18) of the Companies Act 2013, mandated every Company to observe Secretarial Standards-2 with respect to Board Meetings specified by ICSI

SR.NO	TOPIC	SECTION
1	Holding of  AGM	96
2	Day, Time and Place of AGM	96 and 96(2)
3	Notice	101
4	Quorum	103
5	Adjourned Meetings	103
6	Chairman	104
7	Auditors	146
8	Secretarial Auditors	-
9	Directors	-
10	Proxies	105
11	Voting Rights	106 and 107
12	E-Voting	108
13	Minutes	118

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1. Holding of AGM

> It shall hold First AGM within a period of  nine months from the closing of first financial year

> The subsequent AGM shall be hold within a period of six months of the closure of relevant financial year

> The top 100 Listed Entities shall hold AGM within a period of five months of the closure of relevant financial year

> The time lag between two successive AGM shall not exceed 15 months

> AGM should be held once in each calendar year

> Extension for first AGM is not granted, however ROC may extend period for not exceeding 3 months for subsequent AGM for special reason

 

2. Date, Time and Place of AGM

> It should be call on a day which is not a National Holiday

> It shall be called during business hours i.e. between 9 a.m. to 6 p.m.

> However AGM convened during business hours may continue even after business hours

> It shall be held either at 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 

 

3. Notice

> AGM of a company can be called by giving not less than 21 days clear notice either in writing or through electronic mode

> For the purpose of reckoning twenty-one days clear Notice, the day of sending the Notice and the day of Meeting shall not be counted.

> In case the company sends the Notice by post or courier, an additional two days shall be provided for the service of Notice

> In case of section 8 companies 14 days clear notice is required

> 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

> In case of companies having a website, the Notice shall be hosted on the website.

> 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 except where the Auditors or Directors to be appointed are other than the retiring Auditors or Directors, as the case may be

> Notice and accompanying documents may be given at a shorter period of time if consent in writing is given thereto, by physical or electronic means, by not less than ninety-five per cent of the Members entitled to vote at such Meeting

> Notice shall be accompanied, by an attendance slip and a Proxy form with clear instructions for filling, stamping, signing and/or depositing the Proxy form

 

4. Quorum 

> In case of Public company: -

Quorum	Number of members
5 members personally present	Not more than 1000
15 members personally present	More than 1000 but upto 5000
30 members personally present	Exceeds 5000

> In case of Private Company, 2 members personally present shall be the quorum for the meeting

> Proxies shall be excluded for determining the Quorum

> Authorised representative of a body corporate or the representative of the President of India or the Governor of a State is deemed to be a Member personally present and enjoys all the rights of a Member present in person

 

5. Adjourned Meetings

> The Chairman may also adjourn a Meeting in the event of disorder or other like causes, when it becomes impossible to conduct the Meeting and complete its business

> If a Meeting is adjourned for want of a Quorum to the same day on the next week, at the same time and place or with a change of day, time or place, the company shall give not less than three days. Notice should be sent to the Members either individually or by publishing an advertisement 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

> If at an adjourned Meeting, Quorum is not present within half an hour from the time appointed, the Members present, being not less than two in number, will constitute the Quorum

> If a Meeting is adjourned for a period of thirty days or more, a Notice of the adjourned Meeting shall be given in accordance with the provisions contained hereinabove relating to Notice

> If a Meeting is adjourned for a period of less than thirty days, the company shall give not less than three days’ Notice specifying the day, date, time and venue of the Meeting, to the Members either individually or by publishing an advertisement 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

 

6. Chairman

> 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

> The Chairman shall explain the objective and implications of the Resolutions before they are put to vote at the Meeting

> In case of public companies, the Chairman shall not propose any Resolution in which he is deemed to be concerned or interested nor shall he conduct the proceedings for that item of business

 

7. Auditors

> The Auditors, unless exempted by the company, shall, either by themselves or through their authorised representative, attend the General Meetings of the company and shall have the right to be heard at such meetings on that part of the business which concerns them as Auditors

 

8. Secretarial Auditor

> The Secretarial Auditor, unless exempted by the company shall, either by himself or through his authorised representative, attend the AGM and shall have the right to be heard at such Meeting on that part of the business which concerns him as Secretarial Auditor

 

9. Director

> Directors who attend General meetings of the company and the Company Secretary shall be seated with the Chairman

> The Chairman of the Audit committee, Nomination and Remuneration committee and the Stakeholders relationship committee, or any other member of any such committee authorised by the Chairman of the committee to attend on his behalf, shall attend the General meeting

> If any Director is unable to attend the meeting, the Chairman shall explain such absence at the meeting

 

10. Proxy

> A person who is appointed by a member to attend and vote at a meeting in the absence of the member at the meeting is termed as proxy

> A member is who entitled to attend and vote at a meeting shall be entitled to appoint another person as a proxy to attend and vote at the meeting on his behalf

> One or more proxies, to attend and vote instead of himself and a Proxy need not be a member

> A Proxy shall be a member in case of companies with charitable objects etc. and not for profit registered

> A Proxy can act on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the company carrying Voting Rights

> A Member holding more than ten percent of the total share capital of the company carrying Voting Rights may appoint a single person as Proxy for his entire shareholding and such person shall not act as a Proxy for another person or shareholder

> If a Proxy is appointed for more than fifty Members, he shall choose any fifty members and confirm the same to the company before the commencement of specified period for inspection

> The Proxy-holder shall prove his identity at the time of attending the meeting

> An authorised representative of a body corporate or of the President of India or of the Governor of a State, holding shares in a company, may appoint a Proxy under his signature

 

12. Voting Rights

> The articles may provide that a member shall not exercise any voting right until and unless any calls or sums presently payable by him are not paid

> Every company shall, at the meeting, put every Resolution, except a Resolution which has been put to Remote e-voting, to vote on a show of hands at the first instance, unless a poll is validly demanded

> A Proxy cannot vote on a show of hands

 

13. E-Voting

> Every 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 shall provide e-voting facility to their members to exercise their Voting Rights

> Every company, which has provided e-voting facility to its members, shall also put every Resolution to vote through a ballot process at the meeting

 

14. Minutes

> Minutes shall be recorded in books maintained for that purpose

> Minutes help in understanding the decisions taken at the meeting

> A distinct Minutes Book shall be maintained for meetings of the members of the company, creditors and others

> Resolutions passed by postal ballot shall be recorded in the Minutes book of General meetings

> A company may maintain its Minutes in physical or in electronic form with Timestamp

> Minutes shall contain a fair and correct summary of the proceedings of the meeting

> Minutes shall be entered in the Minutes Book within thirty days from the date of conclusion of the meeting