Provisions Regarding Holding AGM
As per Section 96 of the Companies Act, 2013 :
96. (1) Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next:
Provided that in case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year :
Provided further that if a company holds its first annual general meeting as aforesaid, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation:
Provided also that the Registrar may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period not exceeding three months.
(2) Every annual general meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday and shall 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:
Provided that annual general meeting of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance:
Provided further that] the Central Government may exempt any company from the provisions of this sub-section subject to such conditions as it may impose.
Explanation.—For the purposes of this sub-section, “National Holiday” means and includes a day declared as National Holiday by the Central Government.
A notice of 21 days has to be sent to all members. [Section 101 of Companies Act 2013]
APPROVAL OF FINANCIAL STATEMENTS AT AGM
According to Section 129(2), at every AGM, Board of Directors of the company shall lay before the meeting financial statement for the financial year.
Moreover, Section 129(3) says, where the company has one or more subsidiaries, then they have to prepare in addition to the statement under section 129(2) a consolidated financial statement and of all subsidiaries in same format and also present before the AGM of the Company with the prescribed statement under section 129(2).
BUSINESS TO BE TRANSACTED AT AGM
As per section 102(2) of the Companies Act, 2013, the following businesses may be transacted during AGM :-
1) Ordinary Business [Section 102(2)], i.e.
- Consideration of financial Statements and reports of board of directors and Auditors.
- Declaration of any Dividend
- Appointment of directors in place of retiring one
- Appointment of and Fixation of the remuneration of the auditors.
2) Special Business [Section 102(b)] : Apart from the above businesses, the rest are deemed to be a Special business, transacted during the AGM.
DEFAULTING IN HOLDING ANNUAL GENERAL MEETING
If a Company not holding an Annual General Meeting as per Section 96, or not complying with any direction of the Central Government, then the Company and its every officer come in the Category under Section 99 of the Company Act, 2013 and punishable with fine which may extend to Rs. 100,000 and in case of continuing default, it may extend to Rs. 5000 for every day.
Further, Section 97 of the Companies Act, 2013, provides for the power of the Tribunal to call AGM if the Company fails to hold Annual General Meeting. Any member of the company can request to NCLT for calling AGM. [Section 97(1)].
EXTENSION FOR HOLDING AGM
The Registrar of Companies (ROC) may extend the period within which the AGM (not being the first AGM) shall be held, not exceeding 3 months under section 96(1).
There is no provision for extension of 1st AGM but in other cases it can be extended for period of three months by ROC. [Second proviso to Section 96 of the Companies Act, 2013]. However, if such first AGM is not held, NCLT can order holding of General Meeting under section 97 of the Act.
Application for extension of time should be submitted electronically in e-form GNL-1.
Tags : provisions relating to annual general meeting, legal provisions relating to extraordinary general meeting, penalty for not holding agm, first agm due date calculator, annual general meeting companies act 2013 ppt, section 96 of companies act 2013, agm date calculator, which company is not required to hold agm, Provisions Regarding Holding AGM, What is annual general meeting explain its provisions?, Can we hold AGM on Sunday?, What is due date of AGM?
The post Provisions Regarding Holding AGM appeared first on Studycafe.
from Studycafe https://ift.tt/2HGUhfb
No comments:
Post a Comment