Annual General Meeting (AGM): The Biggest Change Ever [May 7, 2018] By ACS Prem Munjal

Dear Professional Colleagues,

As you know the financial year 2017-18 has ended and every company has now been geared up for annual compliances for the said year.

As a matter of normal practices, every company is required to do some sort of annual compliances to remain as an active company and doing such compliance is based upon the Company's date of AGM.

At present there are four types of companies that exist in the Indian jurisdiction as follows:

  1. The company has conducted its AGM and into the process of Annual compliances;
  2. The companies have issued 21 days clear notice or shorter consent notice to conduct its AGM;
  3. The companies yet to issue any such notice for AGM on or before 30th September 2018; and
  4. The companies planning to seek an extension from concerned ROC by filing an e-form GNL 2 with mandatory attachment details of the application.

The section 96 defines that every company shall conduct a general meeting every year within business hours 9:00 am to 6:00 pm on other than the national holiday (2nd October, 15th August, 26th January) to discuss the ordinary businesses said to be an Annual General Meeting (AGM).

Where section 102 defines the ordinary business of other than the following business, shall be known as the special business:

  1. To approve financial statements including consolidated;
  2. To appoint an auditor (including ratification) and fix his remuneration;
  3. To declare the dividend; and
  4. To appoint Director including regularization of an Additional Director.

However, it varies from company to company the applicability of numbers of ordinary business on it.

There will be companies who have been subject to 2, 3, or 4 ordinary businesses and the same have been required to be mentioned in its AGM notice.

An important thing which is pertinent to note here is that:

In the earlier (i.e., on or before 6th May 2018) the number of ordinary business was 4.

However, the MCA recently from 7th May 2018 has omitted the first proviso u/s 139(1) of the Companies Act 2013 which have mandated to ratify the appointment of statutory auditor at every AGM consequent upon one ordinary business which has been reduced (as a matter of interpretation).

Today's scenario (in my opinion): If we do talk about the number of such business applicability post-amendment on the company, It would be as follows:

  1. Four Businesses: The number of such business shall remain 4 for companies yet to appoint any first-time statutory auditor.
  2. Three Business: The number of such business shall be reduced to 3 if a statutory auditor has to be ratified in the ensuing meeting.
  3. Two Business: The number of such business shall be 2 if the dividend is not to be declared and also statutory auditor to be ratified at ensuing AGM.
  4. One Business: The number of such business shall be one only if not to declare any dividend, to ratify any statutory auditor, and no director to be regularized.

Thanks for your valuable time.

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