Section 96 Under Companies Act, 2013 on AGM [Annual General Meeting] By ACS Prem Munjal



Dear Professional Colleagues,

As the AGM season has been kicked off in India, Companies now has also been geared up for annual compliances since the date of AGM also set timelines for most crucial compliances for companies incorporated in India.

A company can conduct it's AGM with the following options:

  • Option 1: By sending 21 days clear days or shorter consent notice.
  • Option 2: By seeking an extension from ROC.
  • Option 3: On the direction availed by the member(s) by filing an application in a prescribed format NCLT-1 with Rs 1000 as a non-refundable fee.
It is an annual event to be mandatorily conducted by every company of any size incorporated in India where the senior management including Board of Directors, Company Secretary (if any) do come and interface with the members' cum owners of the company to transact the four important businesses if there is no any special business and such businesses to be getting passed by resolution of requisite majority either 51 % in favour or not less than 3 times the votes in favour.

Further, the types of companies in India at present, the entire corporate would be categorized into four parts as follows:

1. Companies have conducted AGM.


2. Companies have issued AGM notice.


3. Companies yet to decide the date of AGM.

4. Companies planning to seek an extension (i.e., GNL 2 + detail of attachment).

Further, if your company also yet to issued notice for AGM or planning to seek an extension, I would like to suggest you should pay attention to the following points:

Prior AGM activities:

  • It's start with the making a mind frame of the company either to go for an extension or scheduled the AGM as per statutory requirements (on or before 30th September 2018) Well-drafted AGM notice;
  • Planned out also to conduct AGM by either shorter notice or with the 21 clear days time gap;
  • If above-stated two points have been clarified internally, Let's booked your venue if the meeting to be scheduled at other than Company's premises;
  • Well-drafted AGM notice;
  • To send notice timely;
  • To also ensure the statutory registers to be available for inspection must be updated; and
  • The important thing to make a list of members on the date of AGM notice in order to know the quorum requirements.
Post AGM activities:

  • To follow-ups for decision implementation;
  • To draft minutes;
  • To circulate the minutes among the Directors and Chairman; and
  • To prepare necessary e-forms & forms to be filed with the ROC
Seeking extension for AGM:

If the Company is planning to seek an extension then do consider the following points:

  • To clarify or table out the reason for seeking an extension; and
  • To seek Board permission to file GNL 2 with the ROC.

 

Lex comply

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