AGM COMPLIANCE – COMPLETE PROCESS
From Board Meeting to AGM Companies Act, 2013 | SS-2 | Rules | SEBI (LODR) Regulations, 2015
[1] INITIATE THE AGM PROCESS – BOARD MEETING
- Issue Board Meeting Notice in accordance with Section 173 & SS-1.
- Place the following before the Board, as applicable:
• Audited Financial Statements
• Board’s Report
• Recommendation of Dividend
• Appointment / Re-appointment of Directors
• Appointment / Re-appointment of Auditors
• AGM Notice
• Date, Time & Venue / Mode of AGM
• Appointment of Scrutinizer
• Remote E-voting arrangements
• Record Date / Book Closure, wherever applicable
- For listed entities, map applicable SEBI (LODR) prior-intimation and disclosure requirements.
[2] BOARD APPROVALS
- Approve the Financial Statements and Board’s Report.
- Recommend final dividend, wherever applicable.
- Approve the AGM Notice and determine the date, time and venue/mode.
- Approve the business to be transacted at the AGM.
- Appoint Scrutinizer, where applicable.
- Approve e-voting arrangements, where applicable.✓ Authorise officers/persons for AGM-related compliances.
[3] AGM NOTICE – 21 CLEAR DAYS Section 101 | SS-2
✓ Give at least 21 clear days’ notice of the AGM.
✓ Notice shall be sent to:
• Members
• Directors
• Statutory Auditor(s)
• Secretarial Auditor, where applicable
• Debenture Trustees, where applicable
• Other persons entitled to receive it
- Notice shall specify the day, date, time and full address of the venue, or applicable electronic mode details.
- Include the business to be transacted and applicable Explanatory Statement under Section 102.
AGM at shorter notice requires consent of not less than 95% of the members entitled to vote, in accordance with Section 101.
[4] AGM NOTICE – CONTENT & E-VOTING
- Clearly distinguish Ordinary Business and Special Business.
- Include explanatory statement for items requiring it.
- Include proxy-related information under Section 105.
- Provide remote e-voting facility where Section 108 read with Rule 20 applies.
- Include cut-off date, e-voting period, voting procedure and other prescribed information.
- Comply with applicable requirements for dispatch through electronic mode / permitted physical mode.
[5] ANNUAL REPORT & LISTED ENTITY COMPLIANCE
SEBI (LODR) – Regulations 34 & 36
- Submit Annual Report to Stock Exchanges and place it on the website within the prescribed timeline.
- Dispatch / provide Annual Report to shareholders in accordance with Regulation 36.
- Make the AGM Notice and Annual Report available through the prescribed electronic/physical modes.
- Comply with applicable website, Stock Exchange and shareholder communication requirements.
- For shareholders whose e-mail IDs are not registered, follow the applicable physical dispatch / web-link communication requirements.
[6] NEWSPAPER ADVERTISEMENT / PUBLIC NOTICE
Where e-voting provisions apply
- Publish the prescribed public notice regarding e-voting in the manner and within the timeline prescribed under Rule 20.
- Include, as applicable:
• Availability of remote e-voting
• Commencement & closure dates
• Cut-off date
• Voting procedure
• Website details
• Contact details for grievances
Do not treat Regulation 47 as the general statutory source for AGM e-voting advertisement. The applicable requirement arises principally under the Companies Act / Rules and applicable SEBI framework.
[7] PRE-AGM CHECKLIST
- Finalise eligible shareholder / cut-off data.
- Configure remote e-voting.
- Coordinate with RTA, Depositories and e-voting agency, where applicable.
- Arrange attendance register and proxy documentation.
- Ensure AGM documents are available for inspection as required.
- Arrange Chairman and authorised representatives.
- Ensure AGM Notice, Annual Report and other required documents are available on the website.
- Complete applicable Stock Exchange disclosures / intimations.
[8] AT THE AGM – KEY REQUIREMENTS
- Ascertain Quorum – Section 103.
- Chairman takes the chair – Section 104.
- Deal with proxies – Section 105.
- Explain the business to shareholders.
- Conduct voting / remote e-voting / poll, as applicable.
- Consider and transact the business specified in the Notice.
- Ensure proper recording of proceedings.
Detailed voting, Scrutinizer’s Report, results and post-AGM compliance will be covered in Part 2/2.
KEY LEGAL FRAMEWORK
• Companies Act, 2013: Sections 96, 101, 102, 103, 104, 105 & 108, along with other applicable provisions.
• Companies (Management and Administration) Rules, 2014: Rules 18 & 20, wherever applicable.
• Secretarial Standard – 2 (SS-2): General Meetings – Applicable revised version effective from 1 April 2024. • SEBI (LODR) Regulations, 2015: Regulations 29, 30, 34, 36 & 42, wherever applicable.
AGM → POST-AGM COMPLIANCE FLOW & LEGAL FRAMEWORK
[1] CONDUCT OF AGM
Sections 103–105 | SS-2
- Ascertain Quorum before commencement of business – Section 103.
- Chairman takes the Chair – Section 104.
- Deal with Proxies, where applicable – Section 105.
- Take up the business specified in the AGM Notice.
- Provide opportunity to Members to participate and raise queries.
- Conduct voting through remote e-voting / e-voting / poll, as applicable.
- Ensure proper recording of the proceedings.
[2] VOTING & SCRUTINIZER
Section 108 | Rule 20 | SS-2
- Scrutinizer conducts/oversees the voting process, wherever applicable.
- Maintain the prescribed records relating to voting.
- Scrutinizer submits the Report within 3 days of conclusion of the Meeting to the Chairman or person authorised by him.
- Chairman / authorised person declares the voting results in accordance with the applicable provisions.
- Place the voting results along with the Scrutinizer’s Report on the Company’s website, where applicable.
Note: Do not confuse the Scrutinizer’s Report timeline with the Stock Exchange filing timeline. They are separate compliance requirements.
[3] LISTED ENTITY – VOTING RESULTS
Regulation 44(3) – SEBI (LODR)
- Submit voting results to the Stock Exchange(s) in the prescribed format within 2 Working Days of conclusion of the General Meeting.
- Ensure prescribed voting-results format is complete and accurate.
- Place voting results and Scrutinizer’s Report on the Company’s website, as applicable.
Note: Do not calculate this as a fixed 48-hour period; Regulation 44(3) specifically prescribes 2 Working Days.
[4] LISTED ENTITY – AGM PROCEEDINGS & DISCLOSURES
Regulation 30 | Schedule III – SEBI (LODR)
- Disclose the proceedings of the AGM to the Stock Exchange(s).
- Make the disclosure within the prescribed timeline applicable to proceedings of the General Meeting.
- Host/update the relevant AGM information on the Company’s website as required.
- Ensure consistency between the AGM proceedings, voting results and subsequent disclosures.
Note: AGM proceedings disclosure is a separate compliance from Regulation 44 voting results.
[5] AGM MINUTES & RECORDS
Section 118 | SS-2
- Prepare and maintain Minutes of the AGM.
- Minutes shall contain a fair and correct summary of the proceedings.
- Enter the Minutes in the Minutes Book within 30 days of conclusion of AGM.
- Minutes shall be signed and dated in accordance with Section 118, Rules and SS-2.
- Preserve Minutes, attendance records, voting records and other relevant documents as prescribed.
Note: AGM Minutes are not a substitute for the Report on AGM required under Section 121 for a Listed Public Company.
[6] REPORT ON AGM – LISTED PUBLIC COMPANY
Section 121 | Rule 31
- Every Listed Public Company shall prepare a Report on each AGM.
- Report should cover prescribed particulars including:
- • Date, time and venue
- • Appointment of Chairman
- • Number of Members attending
- • Quorum
- • Compliance with applicable Act, Rules & Secretarial Standards
- • Business transacted and results
- • Adjournment / postponement, if any
- • Fair and correct summary of proceedings
- • Other prescribed/relevant particulars
Note: File Form MGT-15 with ROC within 30 days of conclusion of AGM.
MGT-15 is specifically applicable to Listed Public Companies.
[7] ROC FILINGS – POST AGM
Depending upon applicability
- AOC-4 / applicable AOC form – Financial Statements within 30 days of AGM.
- MGT-7 / MGT-7A, as applicable – Annual Return within 60 days of AGM.
- MGT-14, where applicable – Filing of applicable resolutions within the prescribed period.
- DIR-12, where applicable – Changes in Directors / KMP.
- ADT-1, where applicable – Appointment / re-appointment of Statutory Auditor.
- Other event-specific forms, filings or approvals, wherever applicable.
Note: Do not treat every MCA form as an automatic AGM filing. Applicability depends upon the business transacted and the relevant statutory provision.
[8] DIVIDEND & CORPORATE ACTIONS
Where Dividend is declared
- Dividend declared at the AGM shall be dealt with in accordance with Sections 123–127 and applicable rules.
- Complete dividend payment within the statutory 30-day period, subject to applicable rules.
- Transfer unpaid/unclaimed dividend to the Unpaid Dividend Account within the prescribed timeline, where applicable.
- Complete applicable RTA / Depository / corporate-action requirements.
- Make applicable Stock Exchange disclosures.
Note: Dividend payment and subsequent unpaid-dividend / IEPF compliances should be tracked separately through their respective statutory timelines.
[9] FINAL AGM CLOSURE CHECKLIST
- AGM Proceedings & Minutes
- Scrutinizer’s Report & Voting Results
- Stock Exchange Disclosures
- Website Updates
- MGT-15 – Listed Public Company
- AOC-4 / applicable form
- MGT-7 / MGT-7A
- MGT-14, where applicable
- DIR-12 / ADT-1, where applicable
- Dividend / Corporate Actions, wherever applicable
- Statutory Registers & Records
- Closure of all AGM-related action points
| AGM ➔ POST-AGM COMPLIANCE FLOW | ||||||||||
| AGM Conducted | Voting / Scrutinizer’s Report | Declaration of Voting Results | AGM Proceedings – Listed Entity | Stock Exchange Voting Results – within 2 Working Days | AGM Minutes – within 30 Days | MGT-15 – Listed Public Company – within 30 Days | AOC-4 / Applicable Form – within 30 Days | MGT-7 / MGT-7A – within 60 Days | AGM COMPLIANCE CLOSED | |
| KEY LEGAL FRAMEWORK Companies Act, 2013 Sections 103–105, 108, 117, 118, 121, 123–127, 137 and other applicable provisions. | MANAGEMENT & ADMIN Companies (Management and Administration) Rules, 2014 Rules 20 & 31, wherever applicable. | SECRETARIAL STANDARDS Secretarial Standard – 2 (SS-2) General Meetings – Revised SS-2 effective from 1 April 2024. | SEBI REGULATIONS SEBI (LODR) Regulations, 2015 Regulations 30 & 44, along with applicable provisions of Schedule III. |
