Companies act agm provisions
This query is : Resolved
Querist : Anonymous
Querist :
Anonymous
(Querist)
25 October 2013
give me the provisions of holding AGM as per SEBI,ROC,& companies act with example
25 October 2013
Pursuant to the provisions of section 166, every company, whether public or private, incorporated under the provisions of the Companies Act, 1956 shall hold during every year a general meeting of members, which shall be called 'Annual General Meeting'. It is mandatory on every company to hold an annual general meeting in every calendar year.
The fact that the company did not function is no excuse for not convening an annual general meeting. [Madan Gopal Dev v West Bengal (1969) 39 Comp Cas 119: AIR 1968 Cal 79].
Pursuant to the provisions of section 166, every company, whether public or private, incorporated under the provisions of the Companies Act, 1956 shall hold during every year a general meeting of members, which shall be called 'Annual General Meeting'. It is mandatory on every company to hold an annual general meeting in every calendar year.
The fact that the company did not function is no excuse for not convening an annual general meeting. [Madan Gopal Dev v West Bengal (1969) 39 Comp Cas 119: AIR 1968 Cal 79].
25 October 2013
TIME-LIMIT FOR HOLDING THE FIRST ANNUAL GENERAL MEETING :
A new company which is registered under the Act, shall hold its first annual general meeting latest within a period of eighteen months from the date of its incorporation, namely, the date on which the Registrar has issued the certificate of incorporation to the company. If the first annual general meeting is so held, it is not necessary for the company to hold another annual general meeting in the year of its incorporation or in the following year. It may also be noted in this connection that the accounts placed before the first annual general meeting shall be for the period beginning from the date of incorporation and ending on a day of financial year, which will not precede the first annual general meeting by more than nine months from the close of the first financial year of the company — section 210(3).
TIME-LIMIT FOR HOLDING THE FIRST ANNUAL GENERAL MEETING :
A new company which is registered under the Act, shall hold its first annual general meeting latest within a period of eighteen months from the date of its incorporation, namely, the date on which the Registrar has issued the certificate of incorporation to the company. If the first annual general meeting is so held, it is not necessary for the company to hold another annual general meeting in the year of its incorporation or in the following year. It may also be noted in this connection that the accounts placed before the first annual general meeting shall be for the period beginning from the date of incorporation and ending on a day of financial year, which will not precede the first annual general meeting by more than nine months from the close of the first financial year of the company — section 210(3).
25 October 2013
TIME-LIMIT FOR HOLDING SUBSEQUENT ANNUAL GENERAL MEETINGS :
As mentioned above, every company shall hold every year an annual general meeting and ordinarily there shall not be a gap of more than fifteen months between two such meetings. Further that in terms of the provisions of section 210 an annual general meeting shall be held within a period of six months from the end of the financial year whose accounts are proposed to be considered at the said annual general meeting. Accordingly, it is the rule that a company whose financial year ends on 31st March, shall hold its annual general meeting by 30th September every year.
TIME-LIMIT FOR HOLDING SUBSEQUENT ANNUAL GENERAL MEETINGS :
As mentioned above, every company shall hold every year an annual general meeting and ordinarily there shall not be a gap of more than fifteen months between two such meetings. Further that in terms of the provisions of section 210 an annual general meeting shall be held within a period of six months from the end of the financial year whose accounts are proposed to be considered at the said annual general meeting. Accordingly, it is the rule that a company whose financial year ends on 31st March, shall hold its annual general meeting by 30th September every year.
25 October 2013
Place, Day, Time and Business of an Annual General Meeting
Place for holding an annual general meeting:
Section 166(2) of the Companies Act, provides that the annual general meeting shall be held at the registered office or at some other place within the city, town or village where the registered office of the company is situated. Due to rapid urbanisation the municipal limits of certain cities and towns tend to be extended and in that case the municipal limits, which are followed under the Companies Act and the postal limits may not coincide. The DCA have recognised this contingency and have advised vide Circular Letter No. 1/1/80-CL.V and No. 6/159/PT/64, dated 16-2-1981 that a company can hold its annual general meeting within the postal limits of the city in which the registered office is situated if it is more convenient to its shareholders.
Annual general meeting shall be called during business hours
Sub-section (2) of section 166 provides that an annual general meeting shall be called for a time during business hours. The term "business hours" signifies the normal working hours during which the trade, industry and banks function. The provision in the section only means that the meeting shall commence during business hours. A meeting may end on the conclusion of its business irrespective of the "business hours" or adjourn at any time as may be decided by the chairman with the consent of the members.
Annual General Meeting cannot be held on a public holiday
Section 166(2) inter alia states that every annual general meeting shall be called on a day, which is not a public holiday.
It has been clarified by the Department vide Circular F. No. 8/23/(166)/69-CL-V that section 166 of the Companies Act deals with the actual period during which the annual general meeting is to be held. Sub-section (2) states that every annual general meeting shall be held on a day that is not a public holiday and this provision is mandatory. If the provision of section 166(2) are to be considered as 'merely regulatory' as suggested "shall be called" used in the section will ceased to have any meaning.
Place, Day, Time and Business of an Annual General Meeting
Place for holding an annual general meeting:
Section 166(2) of the Companies Act, provides that the annual general meeting shall be held at the registered office or at some other place within the city, town or village where the registered office of the company is situated. Due to rapid urbanisation the municipal limits of certain cities and towns tend to be extended and in that case the municipal limits, which are followed under the Companies Act and the postal limits may not coincide. The DCA have recognised this contingency and have advised vide Circular Letter No. 1/1/80-CL.V and No. 6/159/PT/64, dated 16-2-1981 that a company can hold its annual general meeting within the postal limits of the city in which the registered office is situated if it is more convenient to its shareholders.
Annual general meeting shall be called during business hours
Sub-section (2) of section 166 provides that an annual general meeting shall be called for a time during business hours. The term "business hours" signifies the normal working hours during which the trade, industry and banks function. The provision in the section only means that the meeting shall commence during business hours. A meeting may end on the conclusion of its business irrespective of the "business hours" or adjourn at any time as may be decided by the chairman with the consent of the members.
Annual General Meeting cannot be held on a public holiday
Section 166(2) inter alia states that every annual general meeting shall be called on a day, which is not a public holiday.
It has been clarified by the Department vide Circular F. No. 8/23/(166)/69-CL-V that section 166 of the Companies Act deals with the actual period during which the annual general meeting is to be held. Sub-section (2) states that every annual general meeting shall be held on a day that is not a public holiday and this provision is mandatory. If the provision of section 166(2) are to be considered as 'merely regulatory' as suggested "shall be called" used in the section will ceased to have any meaning.
25 October 2013
Adjourned annual general meeting may be held on a public holiday
The Department has vide Circular File No. 8/16(1)/61-PR stated that there is no contravention of section 166(2) if the adjourned annual general meeting comes to be accidentally held on a public holiday.
Consideration of businesses at an annual general meeting
An annual general meeting gives the opportunity to members to review the performance of the company in the last financial year and to consider the question of payment of dividend and of reappointment of directors and auditors. According to section 173 of the Act, all business other than the following that may be considered at an annual general meeting are special businesses:—
(a) The consideration of balance-sheet, profit and loss account and the reports of the directors and auditors;
(b) The declaration of dividend;
(c) The appointment of directors in place of those retiring;
(d) The appointment of auditors.
If the accounts are not ready for being laid at the meeting the usual practice is to hold the meeting, transact all the business except the adoption of accounts and then adjourn the meting to a later date for adoption of accounts. But the later date also has to be within the statutory time limit. But, if the police has seized the accounts books of the company, then the inability of the directors to call the AGM is not an offence. [Asian Udyog Pvt. Ltd. (1961) 31 Comp Cas 269].
Special business
Section 173 provides that all matters other than the foregoing four ordinary businesses of the annual general meeting are considered as special business at every annual general meeting. In so far as a general meeting other than an annual general meeting is concerned, all matters of business that are considered at a general meeting are considered as special business.
Adjourned annual general meeting may be held on a public holiday
The Department has vide Circular File No. 8/16(1)/61-PR stated that there is no contravention of section 166(2) if the adjourned annual general meeting comes to be accidentally held on a public holiday.
Consideration of businesses at an annual general meeting
An annual general meeting gives the opportunity to members to review the performance of the company in the last financial year and to consider the question of payment of dividend and of reappointment of directors and auditors. According to section 173 of the Act, all business other than the following that may be considered at an annual general meeting are special businesses:—
(a) The consideration of balance-sheet, profit and loss account and the reports of the directors and auditors;
(b) The declaration of dividend;
(c) The appointment of directors in place of those retiring;
(d) The appointment of auditors.
If the accounts are not ready for being laid at the meeting the usual practice is to hold the meeting, transact all the business except the adoption of accounts and then adjourn the meting to a later date for adoption of accounts. But the later date also has to be within the statutory time limit. But, if the police has seized the accounts books of the company, then the inability of the directors to call the AGM is not an offence. [Asian Udyog Pvt. Ltd. (1961) 31 Comp Cas 269].
Special business
Section 173 provides that all matters other than the foregoing four ordinary businesses of the annual general meeting are considered as special business at every annual general meeting. In so far as a general meeting other than an annual general meeting is concerned, all matters of business that are considered at a general meeting are considered as special business.
25 October 2013
Clause 16 of the Listing Agreement:
16. The Issuer agrees to close its transfer books for purposes of declaration of dividend or the issue of right or bonus shares or issue of shares for conversion of debentures or of shares arising out of right attached to debentures or for such other purposes as the NSE may agree to or require and further agree to close its transfer books at least once a year at the time of the Annual General Meeting if they have not been otherwise closed at any time during the year and to give to NSE the notice in advance of at least seven working days, or of as many days as NSE may from time to time reasonably prescribe, stating the dates of closure of its transfer books (or, when the Transfer books are not to be closed, the date fixed for taking a record of its shareholders or debentureholders) and specifying the purpose or purposes for which the transfer books are to be closed (or the record is to be taken) and to send copies of such notices to the other recognized stock exchanges in India. The Issuer further agrees to ensure that the time gap between two book closures and record dates would be atleast 30 days.
The Company on whose stocks, derivatives are available or whose stocks form part of an index on which derivatives are available, shall give a notice period of atleast 7 working days to stock exchanges for corporate actions like mergers, de-mergers, splits and bonus shares.
16. The Issuer agrees to close its transfer books for purposes of declaration of dividend or the issue of right or bonus shares or issue of shares for conversion of debentures or of shares arising out of right attached to debentures or for such other purposes as the NSE may agree to or require and further agree to close its transfer books at least once a year at the time of the Annual General Meeting if they have not been otherwise closed at any time during the year and to give to NSE the notice in advance of at least seven working days, or of as many days as NSE may from time to time reasonably prescribe, stating the dates of closure of its transfer books (or, when the Transfer books are not to be closed, the date fixed for taking a record of its shareholders or debentureholders) and specifying the purpose or purposes for which the transfer books are to be closed (or the record is to be taken) and to send copies of such notices to the other recognized stock exchanges in India. The Issuer further agrees to ensure that the time gap between two book closures and record dates would be atleast 30 days.
The Company on whose stocks, derivatives are available or whose stocks form part of an index on which derivatives are available, shall give a notice period of atleast 7 working days to stock exchanges for corporate actions like mergers, de-mergers, splits and bonus shares.
25 October 2013
Clause 31 of the Listing Agreement:
31. The Issuer will forward to NSE promptly and without application:-
a) six copies of the Statutory and Directors’ Annual Reports, along with Form A or Form B, as applicable, Balance Sheets and Profits & Loss Accounts and of all periodical and special reports as soon as they are issued and one copy each to all the recognized stock exchanges in India;
b) six copies of all notices, resolutions and circulars relating to new issue of capital prior to their dispatch to the shareholders;
c) three copies of all the notices, call letters or any other circulars including notices of meetings convened u/s 391 or section 394 read with section 391 of the Companies Act, 1956, together with Annexures thereto, at the same time as they are sent to the shareholders, debenture holders or creditors or any class of them or advertised in the Press.
d) copy of the proceedings at all Annual and Extraordinary General Meetings of the Issuer;
e) three copies of all notices, circulars, etc., issued or advertised in the press either by the Issuer, or by any Issuer which the Issuer proposes to absorb or with which the Issuer proposes to merge or amalgamate, or under orders of the court or any other statutory authority in connection with any merger, amalgamation, re-construction, reduction of capital, scheme or arrangement, including notices, circulars, etc. issued or advertised in the press in regard to meetings of shareholders or debenture holders or creditors or any class of them and copies of the proceedings at all such meetings.
31. The Issuer will forward to NSE promptly and without application:-
a) six copies of the Statutory and Directors’ Annual Reports, along with Form A or Form B, as applicable, Balance Sheets and Profits & Loss Accounts and of all periodical and special reports as soon as they are issued and one copy each to all the recognized stock exchanges in India;
b) six copies of all notices, resolutions and circulars relating to new issue of capital prior to their dispatch to the shareholders;
c) three copies of all the notices, call letters or any other circulars including notices of meetings convened u/s 391 or section 394 read with section 391 of the Companies Act, 1956, together with Annexures thereto, at the same time as they are sent to the shareholders, debenture holders or creditors or any class of them or advertised in the Press.
d) copy of the proceedings at all Annual and Extraordinary General Meetings of the Issuer;
e) three copies of all notices, circulars, etc., issued or advertised in the press either by the Issuer, or by any Issuer which the Issuer proposes to absorb or with which the Issuer proposes to merge or amalgamate, or under orders of the court or any other statutory authority in connection with any merger, amalgamation, re-construction, reduction of capital, scheme or arrangement, including notices, circulars, etc. issued or advertised in the press in regard to meetings of shareholders or debenture holders or creditors or any class of them and copies of the proceedings at all such meetings.
25 October 2013
Clause 35A of the Listing Agreement:
35A. The issuer agrees to submit to the stock exchange, within 48 hours of conclusion of its General Meeting, details regarding the voting results in the following format :
Date of the AGM/EGM: _______________________
Total number of shareholders on record date:
No. of Shareholders present in the meeting either in person or through proxy:
Promoters and Promoter Group:
Public:
No. of Shareholders attended the meeting through Video Conferencing
Promoters and Promoter Group:
Public:
(Agenda-wise)
Detail of the Agenda:
Resolution required: (Ordinary/Special)
Mode of voting: (Show of hands/Poll/Postal ballot/E-voting)
35A. The issuer agrees to submit to the stock exchange, within 48 hours of conclusion of its General Meeting, details regarding the voting results in the following format :
Date of the AGM/EGM: _______________________
Total number of shareholders on record date:
No. of Shareholders present in the meeting either in person or through proxy:
Promoters and Promoter Group:
Public:
No. of Shareholders attended the meeting through Video Conferencing
Promoters and Promoter Group:
Public:
(Agenda-wise)
Detail of the Agenda:
Resolution required: (Ordinary/Special)
Mode of voting: (Show of hands/Poll/Postal ballot/E-voting)
You need to be the querist or approved CAclub expert to take part in this query .
Click here to login now
Click here to login now
Similar Resolved Queries
Unanswered Queries
OR add as source on Google news
- GST audit turnover threshold
- Balance sheet for ITR-3
- Rebate Under 87A Issue
- 54F disallowance taxed at what rate
- Notice has been issued for wrong filling of place of supply in GSTR-1 return.
- Misleading AIS data for increasing compliance
- Gratuity not yet paid shown in form 16
- STCG vs LTCG mismatch in reports (Motilal Oswal Nasdaq 100 FoF).
- Freelance Business code
- ITDS on lease rent
- TRUST QUERY INCOME APPLIED
- US CPA course
- Credit from Office of Regional Provident Fund Commissioner
- Interest for not showing invoice in GSTR-1
- Register of contract u/s 189
- Export invoice not reported
- GST OFFICER WRONG NOTICE
- "Please ensure that the Total of the Deductions u/s 54F match the same in Table D in Sch CG"
- Composition Dealer GST Annual Return Filing process
- GST on Restaurant service
Trending Online Classes
-
Input Tax Credit, GST refunds and Recovery of refunds- Roadblocks and way outs
CA Nipun Arora03 September 2025 -
GST LIVE Certification Course - 43rd Weekdays Batch(With Govt Certificate)
Industry Expert15 September 2025
OR add as source on Google news
CAclubindia
