Documents Required for Annual General Meeting

Introduction

Notice of AGM-Every company, as per section 96 of the Companies Act, is obligated to hold its Annual General Meeting (AGM) within six months of the closure of its accounts, unless it is a newly formed company. The AGM serves as a crucial platform for shareholders to engage with the management, discuss important matters, and make key decisions regarding the company’s affairs. However, to conduct a successful AGM, certain documents and procedures need to be adhered to meticulously.

Notice of Annual General Meeting -Notice of AGM

The cornerstone of initiating an AGM lies in sending out a formal notice to all the members of the company. This notice is governed by Section 101 of the Companies Act, which lays down specific provisions to be followed.

Basic Points to Consider Before Sending the Notice

Before dispatching the Notice of Annual General Meeting, several fundamental points need consideration:

I. Compliance with Section 96(2)

Under Section 96(2), the notice can be sent through various means such as hand delivery, email, ordinary post, speed post, registered post, courier, or fax. If sent via email, it is essential to retain proof of delivery by maintaining printouts of the sent emails. Moreover, the AGM should be scheduled during business hours (9 AM to 6 PM), except on national holidays, and held in the city where the registered office is situated. The notice, along with relevant documents, must be dispatched at least 21 clear days before the meeting. However, if sent by post or courier, an additional two days must be factored in. Additionally, the AGM notice should be published on the company’s website, if available.

II. Compliance with Section 101(1)

Section 101(1) stipulates that a meeting can be convened on shorter notice with the consent of shareholders holding 95% of the paid-up share capital.

Recipients of the Notice

According to Section 101(3) of the Companies Act, 2013, read with Secretarial Standards 2, the notice must be given to the following entities:

• Members (including legal representatives of deceased members or assignees if an insolvent member)
• Statutory auditors
• Secretarial auditors
• All directors
• Debenture trustee (if applicable)

Draft Format of Notice of AGM

Here is a sample format for the Notice of Annual General Meeting:

Notes for Members’ Attention -Notice of AGM

Accompanying the Notice of AGM, certain notes should be provided to ensure clarity and adherence to procedural formalities:

1. Appointment of Proxy: Members are entitled to appoint a proxy to attend and vote on their behalf, with certain conditions regarding the number of members a proxy can represent.
2. Availability of Documents: The register of directors and their shareholding, along with other relevant documents, should be made available for inspection by members at the registered office of the company during specified hours.
3. Inspection of Proxies: Members have the right to inspect the proxies lodged during the specified period before the meeting, provided adequate notice is given to the company.
4. Route Map: A route map with prominent landmarks should be annexed to the notice for easy navigation to the venue of the AGM.
5. Admission Slips: Members/proxies attending the meeting are requested to bring duly filled admission/attendance slips sent along with the notice.
6. Authorization for Corporate Representatives: Corporate members intending to send authorized representatives should furnish a duly certified copy of the Board Resolution authorizing their representative to attend and vote at the meeting.

Ensuring meticulous compliance with these requirements and guidelines is imperative for the smooth conduct of the Annual General Meeting and to uphold the integrity of corporate governance principles.