Section 96 of the Companies Act, 2013 requires every Company other One Person Company (OPC) to conduct once a year a meeting, in addition to any other meeting, for its members, called as Annual General Meeting.
Annual General Meeting requirement in case of Listed entities is lengthier than unlisted companies.
If the Company is listed, it needs to comply further with the provisions of Securities and Exchange Board of India (SEBI), various other Regulations also as applicable to the company for the time being and non-compliance of them further attract the penalties such regulations
The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 requires certain compliances to be adhered to while conducting an Annual General Meeting.
Let’s have a look at the Compliance Checklist to conduct an Annual General Meeting:
| Section/ Regulation | Particulars |
| Section 173 of the Companies Act, 2013 and read with Secretarial Standard on Meeting of the Board (SS-1) | Circulation of Notice and Agenda of Board Meeting to the Directors atleast 7 days in advance |
| Regulation 29 of the SEBI (LODR) Regulations, 2015 | Prior intimation to the stock exchange about the meeting of the Board of Directors in which financial results are to be discussed atleast five days in advance (excluding the date of the intimation and date of the meeting) |
| Regulation 47 of the SEBI (LODR) Regulations, 2015 | Publish the notice of Board Meeting in the newspaper in atleast one English daily newspaper circulating in whole or substantially whole of India and one vernacular language newspaper, where the registered office is situated Intimate to the stock exchange about newspaper publication |
| Section 134 of the Companies Act, 2013 read with Regulation 33 of SEBI (LODR) Regulations, 2015 | The Board Meeting shall be convened for approval and finalization of: Auditors report Financial Statements Directors Report along with all its annexures AGM Notice Appointment of Scrutinizer to conduct the voting process at the AGM Venue |
| Regulation 30 of SEBI (LODR) Regulations, 2015 | Submit financial results to Stock Exchange within 30 minutes of its conclusion; Submit outcome of Board Meeting to the Stock Exchange within 24 hours of the conclusion of Meeting. Submit detailed financial results within 24 hours of the conclusion of the Meeting. |
| Regulation 47 of the SEBI (LODR) Regulations, 2015 | Publish the detailed financial results in the newspaper in atleast one English daily newspaper circulating in whole or substantially whole of India and one vernacular language newspaper, where the registered office is situated within 48 hours of the conclusion of meeting. Intimate to the stock exchange about publication in the newspapers. |
| Section 117(3) of the Companies Act, 2013 | File e-form MGT 14 for approval of Financial Statements and Board Report within 30 days from the conclusion of meeting. |
| Section 101 of the Companies Act, 2013 | Send notice of AGM along with full Annual Report to the members, directors and auditors of the Company atleast 21 days before the meeting by e-mail, registered post, speed post or courier. |
| Regulation 34 of the SEBI (LODR) Regulations, 2015 | Submit to the stock exchange and publish on its website, a copy of the annual report sent to the shareholders along with the notice of the annual general meeting not later than the day of commencement of dispatch to its shareholders. |
| Sec. 108 and 91 of the Companies Act, 2013 read with Companies (Management and Administration) Rules and Regulation 47 of the SEBI (LODR) Regulations, 2015 | Publication of Notice of AGM and book closure dates in the Newspapers atleast 21 days before the meeting. Intimate the stock exchange publication in the newspapers. |
| Regulation 42 of the SEBI (LODR) Regulations, 2015 | Intimation to stock exchange about the Book Closure (both dates inclusive) date atleast seven days in advance. |
| Section 96 of the Companies Act, 2013 | Annual General Meeting shall be convened in compliance with the provisions of Act. |
| Section 103 of the Companies Act, 2013 | Ensure the quorum is present throughout the meeting. Necessary arrangements are in place to record the proceedings of the meeting. |
| Regulation 30 of SEBI (LODR) Regulations, 2015 | The proceedings of the Annual General Meeting shall be intimated to the stock exchange within 24 hours of the conclusion of the meeting. Intimate the stock exchange about any change in Directors/KMP/Auditors of the Company. |
| Regulation 44 of the SEBI (LODR) Regulations, 2015 | Submission of the voting results along with the scrutinizer report within 48 hours of the conclusion of the meeting. |
| Section 121 of the Companies Act, 2013 | File e-Form MGT 15 (Report on Proceedings of AGM) within 30 days of conclusion of meeting. |
| Section 134 of the Companies Act, 2013 | File e-Form ADT 1 (For Appointment of Auditors), if applicable, within 15 days of AGM. |
| Section 118 of the Companies Act, 2013 read with Secretarial Standards on General meetings (SS-2) | Prepare minutes of AGM and get it signed within 30 days of conclusion of meeting. |
| Section 137 of the Companies Act, 2013 | File e-Form AOC 4 XBRL/AOC 4 as may be applicable within 30 days of conclusion of meeting. |
| Section 92 of the Companies Act, 2013 read with Rule 11 of Companies (Management and Administration) Rules, 2014 | File e-Form MGT 7 (Annual Return) within 60 days of the conclusion of the meeting and the return should be certified by PCS in Form MGT-8 (if applicable). |