Draft Circular
F. No. 17/218/2011 CL.V
Government of India
Ministry of Corporate Affairs
CL V Section
5th Floor, A Wing, Shastri Bhavan,
Dr. R.P. Road, New Delhi
Dated July, 2011
All Regional Directors,
All Registrar of Companies,
All Stakeholders.
Sub: Providing Gifts to the shareholders during Annual General Meeting (AGM) of the Company.
Sir,
The Ministry of Corporate Affairs has been receiving representations form various stakeholders that it has become a general practice in the country to give gifts to the shareholders while they attend any AGM in addition to the dividend recommended by the Board of Directors.
2. It has also been brought to the notice of the Ministry that the companies offer gifts, extravagant food and other charms to shareholders who attend AGM to divert the attention of the shareholders from the main purpose of AGM and their right of key role in the management of the company through AGM. In addition, shareholders are made busy to collect gifts, gift coupons, packet of snacks etc., in the duration of meeting while corporate manage to pass certain resolutions without any debate on the same.
3. The Secretarial Standards on General Meeting issued by the Institute of Company Secretaries of India has also specifically mentioned that no gifts, gifts coupons or cash in lieu of gifts should be distributed to the members at or in connection with the meeting.
4. Keeping the principle of good corporate governance view, it has been decided that no company shall offer any other thing except tea, coffee, soft drinks and snacks etc in the AGM. As a courtesy to the shareholders, the same may be made available before the start of the meeting. Any other gifts, food coupons or gift coupons and other enticement shall be treated as misconduct on the part of board of directors of the company. The directors of such companies shall be liable to pay back the cost of such expenses to the company and shall also be liable for the penal action as provided under section 168 of the Companies Act, 1956 for not convening the AGM properly as required under section 166 of the Companies Act, 1956.
5. All the stakeholders are requested to consider and examine the above proposal of the Ministry and furnish their views /comments /recommendations to the Ministry by 14thAugust, 2011 on following e-mail addresses.
kamna.sharma@mca.gov.in.
monika.gupta@mca.gov.in
Yours faithfully,
(Kamna Sharma)
Assistant Director
Copy to:
1. All concerned
2. PS to CAM and PS to MOS
3. PPS to Secretary, Additional Secretary, Joint Secretaries
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