AGM - The biggest change ever - 7th May 2018 - ACS Prem Munjal
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As you know the financial year 2017-18 has been ended and every company also has now been geared up for annual compliances for the said year.
As a matter of normal practices, every company required to do some sort of annual compliances to remain as an active company and doing such compliance is based upon the Company's date of AGM.
At present there are four types of companies do exist in Indian jurisdiction as follows:'
- The company has conducted its AGM and into the process of Annual compliances
- The companies have issued 21 days clear notice or shorter consent notice to conduct its AGM.
- The companies yet to issue any such notice for AGM on or before 30th September 2018.
- The companies planning to seek an extension from concerned ROC by filing an e-form GNL 2 with mandatory attachment 'details of the application'
The section 96 defined that every company shall conduct a general meeting every year within business hours 9:00 am to 6:00 pm on other than the national holiday (2nd October, 15th August, 26th January) to discuss the ordinary businesses said to be an Annual General Meeting (AGM).
Where section 102 defined the ordinary business the other than following business shall be known as the special business:
- To approve financial statements including consolidated, if.
- To appoint an auditor (including ratification) and fix his remuneration
- To declare dividend
- To appoint Director including regularization of an Additional Director.
However, it varies from company to company that the applicability of numbers of ordinary business on it. There will be companies have been subject to 2, 3, or 4 ordinary businesses and the same has required to be mentioned in its AGM notice.
The thing pertinent to note that In the earlier (i.e., on or before 6th May 2018) the number of ordinary business was 4. However, the MCA recently from 7th May 2018 has omitted the first proviso u/s 139(1) of the Companies Act 2013 which mandated to ratified the appointment of statutory auditor at every AGM consequent upon one ordinary business has been reduced (as a matter of interpretation).
Today's scenario (in my opinion): If we do talk about the number of such business applicability post-amendment on the company, It would be as follows:
- Four businesses: The no of such business shall remain 4 for companies yet to appoint any first-time statutory auditor, also to declare a dividend, also to appoint/ regularize director, and also to approve financial statements.
- Three businesses: The no. of such business shall be reduced to 3 for the company if a statutory auditor has to be ratified in ensuing meeting, to declare a dividend, to approve financial statements, and also to appoint/regularize the Director.
- Two businesses: The no of such business shall be 2 for the company if dividend not to be declared and also statutory auditor to be ratified at ensuing AGM which no longer required.
- One business: The no of such business shall be one only if not to declare any dividend, to ratified any statutory auditor, and also no director to be regularized.
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ACS Prem Munjal
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