Annual General Meeting
Annual general meeting (AGM) is an important annual event where members get an opportunity to discuss the activities of the company. Section 96 of the Companies Act, 2013 provides that every company, other than a one person company is required to hold an annual general meeting every year.
Following are the key provisions regarding the holding of an annual general meeting: Holding of annual general meeting
1. Annual general meeting should be held once every year.
2. First annual general meeting of the company should be held within 9 months from the closing of the first financial year. Hence it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation.
3. Subsequent annual general meeting of the company should be held within 6 months from the closing of the financial year.
4. The gap between two annual general meetings should not exceed 15 months. Extension of validity period of AGM In case, it is not possible for a company to hold an annual general meeting within the prescribed time, the Registrar may, for any special reason, extend the time within which any annual general meeting shall be held. Such extension can be for a period not exceeding 3 months. No such extension of time can be granted by the Registrar for the holding of the first annual general meeting, Time and place for holding an annual general meeting An annual general meeting can be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday.
It should be held either at the 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 situate.
The Central Government is empowered to exempt any company from these provisions, subject to such conditions as it may impose. “National Holiday” for this purpose means and includes a day declared as National Holiday by the Central Government. Default in holding the annual general meeting Section 99 of the Companies Act, 2013 provides that if any default is made in complying or holding a meeting of the company, the company and every officer of the company who is in default shall be punishable with fine which may extend to Rs. 1 lakh and in case of continuing default, with a further fine which may extend to Rs. 5,000/- for each day during which such default continues. If any default is made in holding the annual general meeting of a 200 FP-BE&L company, any member of the company may make an application to the Tribunal to call or direct the calling of, an annual general meeting of the company and give such ancillary or consequential directions as the Tribunal thinks expedient. Such directions may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting.
Business to be transacted at annual general meeting: Sub-section (2) of Section 102 of the Companies Act, 2013 provides that all other businesses transacted at an Annual General Meeting except the following are special business: (i) the consideration of financial statements and the reports of the Board of Directors and auditors; (ii) the declaration of any dividend; (iii) the appointment of directors in place of those retiring; (iv) the appointment of, and the fixing of the remuneration of, the auditors.