AGM Compliance: Complete Process Guide

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.