Knowledge Base – A LawSikho Initiative

This article has been written to help lawyers conduct an Annual General Meeting (AGM) for private limited companies. It aims to teach readers about the procedural aspects that go into conducting an AGM. 

Introduction

Want to work as an in-house counsel or get on retainerships of companies? Make sure you don’t let this happen! 

We are talking about penalties that can go up to ₹1 lakh and ₹5,000 for every single day of continuation of default and in some cases even disqualification of directors, and much more!

In this article, I am going to teach you everything that you need to know about Annual General Meetings (AGM)– your role as a lawyer in them, and how to not end up becoming one of these news articles (Image above). However, I will specifically focus on how to prepare a checklist to conduct an AGM for a private company. 

Let’s learn some core concepts first. 

The legal foundation of AGMs

The Companies Act, of 2013, lays down the framework for AGMs in both public and private companies. 

The term Annual General Meeting (AGM) has not been defined in the Companies Act per se. However, Section 96 of the Companies Act gives us a good idea about what AGMs are. 

Section 96 is being extracted here:

“96. Annual general meeting.— 

(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 situated: 

Provided that the Central Government may exempt any company from the provisions of this subsection 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. ”

Let’s break it down. 

Key Elements of Section 96 of the Companies Act which lays down the framework for an AGM

Annual General Meeting requirement

• Every company (except a One Person Company) must hold an annual general meeting (AGM) every year in addition to any other meetings.
• The AGM must be specified in the notices calling it.

Timeframe between two AGMs

• Not more than 15 months can elapse between one AGM and the next AGM.

First AGM

• The first AGM must be held within 9 months from the end of the first financial year of the company.
• In any subsequent year, the AGM must be held within 6 months from the end of the financial year.

Exemption from AGM in year of Incorporation

• If the first AGM is held as specified, the company is not required to hold an AGM in the year of its incorporation.

Extension by Registrar

• The Registrar can extend the time for holding an AGM (other than the first AGM) by up to 3 months for special reasons.

Timing and location for AGM

• The AGM must be held during business hours (between 9 a.m. and 6 p.m.).
• It must be held on a day that is not a National Holiday.
• The AGM should take place at the registered office or another location within the same city, town, or village.

Exemption from timing/location provisions

• The Central Government has the power to exempt any company from the timing and location provisions, subject to specific conditions.

Definition of National Holiday

• “National Holiday” includes any day declared as such by the Central Government.

Now that we have understood the key elements of how, why, and when an AGM should be conducted, let’s see what you, as a lawyer, need to do in this. 

Role of a lawyer/in-house counsel in AGMs

Let me tell you this, if the company gets a show-cause notice from the Registrar of Companies it is the lawyer/In-house counsel who would be under fire. It is their responsibility to ensure the AGM complies with legal and regulatory requirements, preventing risk from non-compliance. 

As a lawyer, it is your duty to make sure that the AGM notices, agendas, and resolutions are all in compliance with the Companies Act and the Articles of Association of the company. 

But your job doesn’t stop here. You have to also make sure that during the meeting, the required quorum is there, legal concerns raised by shareholders are properly addressed, and that every decision taken in the meeting is properly recorded in the minutes.

No matter which college you are from, you must have been taught that “Ignorance of law is no excuse” So, in case you fail to take note of this legal requirement, then be ready to receive a show-cause notice from the Registrar of Companies (ROC) asking you to explain the lapse in conducting AGM. 

So, one missed disclosure, a delayed regulatory filing, or a procedural mistake by a lawyer aka you, could mean hefty penalties, disqualified directors, or messy shareholder disputes things no business wants when they are paying salaries to lawyers. 

So, what exactly does a lawyer do at an AGM? Here’s a closer look:

• Providing legal advice – They guide the company on quorum requirements, notice periods, and voting procedures, making sure everything is done by the book.
• Drafting & reviewing documents – Every resolution, agenda item, and meeting minute is drafted and reviewed by the lawyers to prevent legal missteps.
• Ensuring compliance – Lawyers ensure that every decision taken at the AGM adheres to the company’s legal framework, from its Articles of Association to broader corporate laws.
• Managing shareholder disputes – Shareholders may challenge voting outcomes or dispute resolutions. Lawyers step in to handle these concerns before they escalate into legal battles.
• Record-keeping & documentation – Every decision made at the AGM must be legally binding and properly documented. Lawyers make sure nothing slips through the cracks.

How to prepare a checklist for AGMs for private companies

Let’s make it easy for you and divide the checklist for AGM into three parts: 

• Pre-AGM preparation
• Day of the AGM
• Post-AGM tasks

Let’s learn in detail about what needs to be done at each part of the checklist, understand the importance of each step with examples where necessary, and also walk through the specific provisions of the Companies Act regarding that specific step.

Pre-AGM preparation

Timeline

The most important task? Understand the timelines. You should know when an AGM must be conducted as per the law. 

We have already seen Section 96, and we know:

• The first AGM must be held within 9 months from the end of the first financial year since the incorporation 
• Subsequent AGMS must be held within 6 months from the end of each financial year, ensuring the gap between two AGMs does not exceed 15 months.

If you suck at maths like I do, here’s what it means:

• Let’s assume a Company XYZ was incorporated on April 1, 2024. 
• First Financial Year will be: April 1, 2024 – March 31, 2025
• Second Financial Year will be: April 1, 2025 – March 31, 2026

Right??

First Annual General Meeting (AGM):

• So, if you go by the provision, the first AGM must be held within 9 months from the end of the first financial year.
• The first financial year ends on March 31, 2025.
• Therefore, you should advise your client to conduct the first AGM by December 31, 2025 (March 31, 2025 + 9 months).

Subsequent Annual General Meetings (AGM):

• Thereafter, every subsequent AGM should take place within 6 months from the end of the second financial year.
• The second financial year ends on March 31, 2026, no doubt here, pretty straightforward, right?
• So, the second AGM should take place by September 30, 2026 (March 31, 2026 + 6 months).

Ensuring the 15-month gap:

• Always remember that the gap between the first AGM (held by December 31, 2025) and the second AGM (held by September 30, 2026) is around 9 months.
• This gap should never exceed the maximum limit of 15 months between two AGMs, otherwise your client or company might expose itself to penalty by ROC.

I hope I have made myself clear! Let’s move on.

Check meeting Agenda

You would not want the shareholders to attend the meeting without them knowing what is going to be discussed in the meeting, or do you? 

Send a document along with the notice which is usually referred to as the agenda of the meeting. You need to share this in advance with the shareholders, to inform them about the topics that will be discussed and the decisions that will be made during the meeting. 

When you do not send the Agenda for the meeting along with the notice of AGM, you are most likely inviting confusion, frustration, and even delays in decision-making in the meeting. 

FYI, there have been situations where shareholders have even challenged the validity of AGM for lack of transparency! You would want to avoid all of these and prepare a clear and detailed agenda. 

For private companies, it is equally important to include certain mandatory business actions in the agenda that must be addressed at every AGM. These include:

• Appointment or Reappointment of Directors – (Section 152(2) & (6))
• Approval of Financial Statements – (Section 129(2))
• Appointment or Reappointment of Auditors – (Section 139(1))

Every agenda for an AGM in a private company must include these three key items for consideration, in addition to any other business that the company may wish to discuss.

Prepare resolutions

(Not the New Year ones) 

Generally speaking, resolutions are written statements that show that a particular decision or action has been agreed upon and approved by the directors. For instance, if a company wants to appoint a Chief Technology Officer (CTO), they would record a written statement that “the board of directors has decided to appoint CTO and these also need to be sent along with the notice for AGM along with the agenda. 

They are dealt with within the Companies Act under Section 114 as ordinary resolutions and special resolutions.

1. Ordinary resolutions are those resolutions where a decision is made by the majority of the members voting in favor of it.

To pass an ordinary resolution:

The majority of members (who are eligible to vote) must vote in favor of the resolution and votes in favor should be more than the votes against. 

2. A Special resolution is for more important decisions. To pass a special resolution, certain conditions must be met:

• The Notice of AGM must clearly say that the resolution is a “special resolution”.
• The majority vote must be much stronger—at least three times the number of votes against the resolution.

Some examples of situations where a Special Resolution is required are:

• Changing the company’s name.
• Changing the company’s registered office.
• Alteration of the Articles of Association.
• Issuing preference shares.
• Reduction of share capital.
• Winding up the company.

When a company proposes to pass a special resolution, it is mandatory to annex an explanatory statement along with the AGM notice, providing reasons for the proposed business decision.

Prepare Notices

You know what a notice does right? Inform someone of something under a legal mandate. 

An AGM Notice must have the following things:

• Date of the AGM,
• time, 
• venue, 
• agenda,
• Resolution (if any), 
• and proxy information (allows a member to appoint another person to attend and vote on their behalf)

Go wrong in any of these, and you risk shareholders feeling uninformed or excluded from participation in critical decisions. Say hello to disputes or challenges to the validity of the meeting. 

Key provisions under Section 101 of the Companies Act 

When it comes to the preparation of the Notice of AGM, Section 101 of the Act comes into play. Let me give you the simplified version of Section 101: 

1. Notice Period: Once you have instructions from the management, you can call for a general meeting by giving at least 21 clear days’ notice, either in writing or through electronic means to the stakeholders.
2. Shorter Notice Option: In case of urgency, you can, obviously after you have instructions from the management or client, call a meeting with shorter notice if at least 95% of the members entitled to vote agree for a shorter notice period in writing or electronically.
3. Details in the Notice: Do not forget to specify the place, date, time, and agenda (the business to be discussed) of the meeting in the notice.
4. Timing and Venue: If you remember Section 96 discussed at the beginning of the article, every meeting must be scheduled during business hours ( 9 am – 6 pm) on non-national holidays at the registered office or any other approved location.
5. Recipients of the Notice: The notice must be sent to:

• All members of the company,
• The legal representative of a deceased member or the assignee of an insolvent member,
• The company’s auditors, and;
• All directors of the company.

6. Accidental omissions: If a member entitled to receive the notice accidentally does not receive it, or if it is not sent to them, the meeting and its decisions will still remain valid.

Click here to see what an AGM Notice looks like.

Ensure Quorum

What is Quorum? 

If I have to explain Quorum to you in an easy way then the best example would be of cricket match. A cricket match cannot start until both teams have 11 players on each side right? 

Similarly, a Quorum for an AGM is the minimum number of people who should be present at an AGM for it to officially take place and make valid decisions. 

If you are wondering what is the reason for having a Quorum. Then, the answer lies in the provisions of the Companies Act which mandates companies to form a Quorum in every meeting to ensure that important decisions are made with enough people involved, so everyone’s interests are represented fairly.

So during the meeting, it is your responsibility to confirm that the required quorum (minimum number of attendees) as per the Articles of Association or Companies Act is there. Otherwise, the AGM would be an invalid one and all your efforts from sending notices to preparing for the meeting would go to waste.

Let me give you an example to help you understand what I mean by confirming quorum:

I want you to assume a company named XYZ. You have scheduled its AGM for 15th September. The notices have been sent to all members. However, you failed to follow up or confirm with the key shareholders about their availability for a meeting on 15th September. 

On the day of the meeting, you get calls from several key shareholders that they won’t be able to attend the meeting on 15th September. As a result, the quorum required for the meeting was not met and the meeting had to be postponed. The management of the company is not happy because there were certain important decisions that needed immediate approval from the shareholders. 

Now, you could have easily avoided this situation if you had made a follow-up call to key shareholders after sending the notice to confirm their availability for a meeting on 15th September. 

The important point I am trying to make here is that once a notice of AGM is sent to all the stakeholders ensure to give a call to key shareholders to confirm their participation. 

Day of the AGM

The day of the AGM has finally come. First thing first, make sure that the AGM starts at the time as set out in the Notice of AGM.

Verify attendance and Quorum

When it comes to ensuring Quorum, make sure that at least two members are personally present to attend the AGM because that’s the minimum requirement as prescribed under Section 103(1)(b) of the Companies Act. 

But that’s not it. You need to verify if the Articles of Association mandate a different number of members for the quorum. If it does then, ensure that the specified number of members is present for the AGM.

As you may know by now, without the necessary quorum, the AGM cannot be considered valid and any decisions made in that AGM would not be legally binding. 

So, keep a register of attendees with you and mark their presence as and when they arrive. Lastly, announce to the key stakeholders that the required Quorum and the AGM could begin.

Chairperson appointment

Appointing a chairperson of the meeting is not something you have a choice over. Section 104 of the Companies Act mandates the selection of a chairperson for every meeting. 

Think of the chairperson as a member of the board of directors who facilitates the convening of the board meeting. Having a chairperson, in the meeting helps in managing the meeting, guiding discussions among the board members, and ensuring that resolutions are properly passed. 

A meeting without a chairperson would only lead to confusion, disorganization, and potential conflicts during the discussion.

The important thing to remember while selecting the chairperson is that the selection process must be as laid down in the Articles of Association of the company. If the Articles are silent then Section 104 of the Act will come into play which says that ‘Unless the company’s articles say otherwise, the members present at the meeting will choose one of them to be the Chairman by raising their hands.’ 

Proceed with the Agenda

Now that the Quorum is confirmed and the chairperson has also been appointed, it is time to allow the meeting to proceed with discussion over the agenda items.

As a lawyer, your job during an AGM is not to get involved in business discussions or financial analysis. You attend the AGM only to observe, ensure compliance, and document key decisions, that is all. 

Having said that, let’s look at how the decision over the agenda item takes place. 

1. Approval of financial statements: Your role here is only limited to ensuring that the company’s financial statements, including the balance sheet and profit & loss account, are shared with the members attending the meeting. Do not sweat about it.

• Discussion: Members can ask questions, seek clarifications, or discuss any concerns regarding the financial figures. However, your role here as a lawyer is limited to being observant, that is all. Lawyers do not engage in business discussions with the members of the meetings.

• Approval process: After the discussion, the members are generally asked by the Chairperson to approve or disapprove the financial statements. Members vote by show of hands or by just saying ‘Yes’. If the majority votes in favor, the financial statements are officially adopted. Your job here is only to take note of the decision reached by the members through voting.

2. Approval/Disapproval of appointment or reappointment of Directors: The Companies Act mandates the appointment and reappointment of directors in the AGM only. Again, just take note of it. 

• Discussion: The Chairperson informs the Members about the qualifications, experience, and contributions of the proposed directors. Members can ask questions or raise concerns if any. Your role is again to observe and take notes.

• Approval Process: Members vote on whether to approve the appointment or reappointment. The voting is usually done by show of hands or by just saying ‘Yes’.

3. Approval/Disapproval of appointment or reappointment of Auditors: Just so you know, the auditors of a company are responsible for examining the company’s financial records and ensuring accuracy. The chairman will propose the appointment of new auditors or the reappointment of existing ones. Just keep noting.

• Discussion: Members are briefed about the proposed auditor’s credentials, past performance, and fee structure. Keep noting and observing.

• Approval process: The proposal is put to a vote. Like the previous decisions, this is approved through an ordinary resolution if the majority of members vote in favor.

Minutes recording

Alright, the reason why I asked you to take note of the discussion over the agenda item was for this part of the AGM wherein, all the decisions taken in the meeting are recorded in minutes of the meeting.

You should know that Section 118 of the Companies Act mandates every company to document and record all the decisions and resolutions passed by the shareholders in the AGM. These are recorded in the register called Minutes of the Meetings and you cannot even think of skipping them. There is a very high penalty to pay in case the company defaults in preparing the minutes of the meetings.

I do not want to scare you but it is a nightmare for every compliance officer to get penalized for not maintaining the minutes of the meetings in terms of Section 118 of the Companies Act. 

You should know that failure to maintain Minutes of Meetings attracts penalties of ₹25,000 for the company and ₹5,000 for responsible officers. Not only this but tampering with minutes is a serious offense, punishable by imprisonment of up to two years and fines ranging from ₹25,000 to ₹1,00,000.

Nevertheless, let me just tell you the ABC of minutes of meetings as stipulated in Section 118: –

• mandatory for every company; 
• must be documented accurately within 30 days of the AGM; 
• must be numbered consecutively; 
• must include a fair summary of the discussions, decisions, and appointments made during the meetings;
• for board or committee meetings, the minutes must record the names of directors present and their stance on resolutions;
• the chairman has the power to exclude matters deemed defamatory, irrelevant, or detrimental to the company’s interests. 
• considered as evidence of validly conducted meetings and resolutions. 
• official record of the meeting, capturing all key discussions and decisions. 

Click here to see a draft template of the Minutes of the Meeting

Post-AGM tasks

Your job is not completely done until the documents about AGMs are filed with the Registrar of Companies. This is where you are most required. 

To be very honest, the real job of a lawyer starts here. There are several important tasks that you must complete to ensure everything is properly documented and the company stays compliant with legal requirements. 

Forms to be filed

Annual Return (Form MGT-7)

• Timeline: As a lawyer, it is your responsibility to ensure that MGT-7 is filed within 60 days of the AGM.
• Relevant Section: If you want to go deeper into understanding the legal requirements of Annual Return then refer to Section 92(4).
• Details: You need to fill in details such as the company’s shareholders, directors, and other corporate information for the financial year.

If you fail to file MGT-7 on time. Then be ready to explain to the management why are they paying an extra fee (penalty) for filing the MGT-7. If you want to avoid paying a penalty then make sure to complete the filing within the specified timeframe.

Financial Statements (Form AOC-4)

• Timeline: Again, your responsibility to ensure that AOC-4 is filed within 30 days of the AGM.
• Relevant Section: If you want to go deeper into understanding the legal requirements of financial statements then refer to Section 137(1).
• Details: AOC-4 includes the company’s financial statements, such as the Balance Sheet, Profit and Loss Account, Cash Flow Statement, and other relevant reports.

If you fail to file AOC-4, be ready to pay a penalty to the ROC. Let me tell you this, the penalty imposed for not filing AOC-4 is on a daily basis. Which starts from Rs 100 and can end up to Rs 2 Lacs. The penalty on the management of the company is imposed separately.   

Special Resolutions ( Form MGT-14)

All special resolutions passed in the AGM need to be filed with the Registrar of Companies (ROC) within 30 days of passing in form MGT-14. 

Filing these forms ensures the company’s legal compliance and keeps the ROC updated with important changes. You will find all these forms here. 

Internal checks

Update Registers

If the board of directors has approved the transfer of shares, then you should ensure that the statutory registers, such as the Register of Members and the Register of Directors & Key Managerial Personnel are updated. 

Minutes of meeting 

I might have forgotten to tell you but the Companies Act does not mandate filing of the minutes of meetings with the Registrar of Companies. However, tell your management that it is still very important to maintain a record of the meetings. 

Also once the draft minutes are finalized, circulate the same among the shareholders and board members to ensure that they conform with what was discussed in the AGM. 

Once the draft minutes are approved by the stakeholder, take the minutes to the chairperson for his signature to make them official. 

Follow-Up on Decisions

Last but not least, follow up with the concerned person to ensure that resolutions passed during the AGM have been implemented or not. 

For example, if a resolution was passed to appoint new directors, you should ensure that the necessary documents are filed and the new directors are officially added to the records. 

Conclusion

Not very difficult, or is it? 

If you find it difficult then go and read it again or maybe try understanding the AGM procedure through the bare act.

Anyway, I am certain that you gained a clear, if not good, understanding of how AGMs are conducted in a private company. 

Well, the major learning would naturally come when you put this knowledge to work! To assist you further, I am attaching this checklist for quick reference and easy navigation through the AGM requirements.

To be very honest, I have never found conducting an AGM for private companies a difficult task. Especially, if the AGM has to be conducted for a family-run or closely held company, then it is a piece of cake. 

This is because the directors are the shareholders and it is very easy to pass resolutions and even serve notice and confirm quorum. In my experience, for such companies, AGM compliance is largely a formality and sometimes does not even require formal meetings.

However, this simplicity doesn’t mean AGM requirements can be overlooked. As emphasized earlier, every company must conduct an AGM as mandated by law. Or else, be ready to pay heavy fines. 

Frequently Asked Questions (FAQ)

1. Why is an Annual General Meeting (AGM) crucial for companies?

If you have read the article carefully you would know that Section 96 mandates every company to conduct AGM. 

Apart from that AGM helps shareholders to come together and discuss the growth and future planning of the company. AGM is the only recognized under the Companies Act which allows shareholders to meet and discuss business.

2. Are private companies in India required to conduct AGMs?

Not just private companies but every company is required to conduct an AGM, except for One Person Company. 

3. What are the consequences of not complying with AGM requirements?

The only consequence is the penalty. 

For your reference, Section 98 says that “the company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in the case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues.” 

4. How do AGMs contribute to maintaining corporate governance?

Let me explain it by saying this. Like Parent Teachers’ Meeting helps in tracking the performance of a child in the school. AGMs enable the shareholders to keep track of the company’s affairs. 

Since the day-to-day affairs of a company are managed by directors. AGMS ensures that shareholders, the actual owners of companies, are informed about the major decisions in the AGMs. AGMs allow shareholders to review the company’s financial performance, approve key decisions, and hold the board accountable. 

5. What legal framework regulates AGMs for companies in India?

Primarily, it is Section 96, Chapter VII The Companies (Management and Administration) Rules, 2014, and Secretarial Standards, such as SS-2 issued by the Institute of Company Secretaries of India. These provisions outline the procedural and substantive requirements for conducting AGMs, including timelines, notices, quorum, and agenda items. 

6. What are the key provisions under the Companies Act, 2013, related to AGMs?

I would say that the key provisions for AGMs are covered from Sections 96 to 121 of the Companies Act. 

7. What is Secretarial Standard 2 (SS-2), and how does it apply to AGMs?

The Secretarial Standard 2 (SS-2) is a document published by ICSI that provides additional information as to how to conduct AGMs. It’s like a manual we receive with electronic items. SS-2 covers key aspects like notice, quorum, proxy, voting, and minutes. 

8. How do MCA notifications and amendments impact AGM requirements?

For this, you have to keep an eye on the MCA website. All notifications and circulars regarding AGMs are posted here,

9. What are the approved methods for sending AGM notices?

You can send AGM notices through physical delivery, electronic communication, or by post, as specified under Section 101 of the Companies Act, 2013. If the Article of Association allows, a notice of AGM can also be sent through WhatsApp.

10. Is physical delivery of AGM notices still mandatory?

Not mandatory provided the AOA of a company allows for electronic delivery of AGM notice.

11. Can AGM notices be sent electronically? If so, how?

Of course, Yes. Only make sure that the AOA of the company allows for it.

12. What is the process for declaring dividends in an AGM?

First, the Agenda must disclose the possibility of recommendation of dividends by the board.

In normal circumstances, the board of directors proposes the declaration of dividends, which is then subject to approval by the shareholders, as outlined in Section 123 of the Companies Act, 2013. Shareholders discuss the recommendation, and if approved by an ordinary resolution, the dividend is declared. This ensures that the decision aligns with the interests of both the company and its shareholders.

13. How are directors appointed or reappointed during an AGM?

Directors are appointed or reappointed during an AGM by presenting their names for approval, as required under Sections 152(2) and 152(6) of the Companies Act, 2013. The qualifications, contributions, and suitability of the proposed directors are discussed, followed by voting. If a majority of shareholders vote in favor, the appointment or reappointment is approved through an ordinary resolution.

14. What role do auditor reports play in AGMs, and how are auditors appointed?

Auditor reports provide a critical evaluation of the company’s financial statements, offering transparency and assurance to shareholders during AGMs, as required under Section 143 of the Companies Act, 2013. Auditors are appointed or reappointed during the AGM through an ordinary resolution under Section 139, based on their credentials and performance. This process ensures accurate financial reporting and compliance with statutory requirements.

15. What is the difference between ordinary and special resolutions in an AGM?

Ordinary resolutions require a simple majority of shareholders to vote in favor of approval. Whereas, Special resolutions require at least three-fourths of the votes in favor. 

Also, you may refer to Section 114 for a deeper understanding. 

16. What responsibilities does the chairperson have during the AGM?

The chairperson’s responsibilities during the AGM include presiding over the meeting, ensuring orderly discussions, and facilitating the decision-making process. The chairperson must ensure that the agenda is followed, resolutions are properly presented and voted on, and shareholder queries are addressed. 

17. How should shareholder queries be addressed during an AGM?

Shareholder queries during an AGM should be addressed transparently and respectfully by the chairperson or relevant board members. Responses should be concise, fact-based, and aligned with the agenda to ensure clarity and avoid deviations. 

18. What should be included when recording the minutes of an AGM?

This has been discussed in detail in the article. Anyways, you can refer to Section 118 which stipulates what should be recorded in the minutes of the meeting.

19. What forms and resolutions need to be filed after an AGM?

After an AGM, companies must file Form MGT-7 (Annual Return) within 60 days and Form AOC-4 (Financial Statements) within 30 days, as required under Sections 92 and 137 of the Companies Act, 2013. Additionally, any special resolutions passed during the AGM must be filed with the Registrar of Companies (ROC) using Form MGT-14. Timely filing of these forms ensures compliance with statutory obligations and maintains corporate transparency.

20. What are the penalties for failing to comply with AGM requirements?

Failure to comply with AGM requirements under the Companies Act, 2013, can result in penalties for both the company and its officers. Under Section 99, a company may face fines up to ₹1,00,000, with an additional daily fine of ₹5,000 for continued default. Directors may also face disqualification under Section 164 if financial statements or annual returns are not filed for three consecutive years. Compliance is critical to avoid these legal and financial repercussions.

21. How can companies handle situations where shareholders fail to attend the AGM?

If shareholders fail to attend the AGM, companies must ensure compliance with the quorum requirement under Section 103 of the Companies Act, 2013. If the quorum is not met, the meeting must be adjourned to the same time and place in the following week unless the Articles of Association specify otherwise. Proactively communicating with shareholders and confirming attendance beforehand can help prevent such situations.

22. What steps can be taken to resolve disputes that arise during an AGM?

To resolve disputes during an AGM, the chairperson should maintain order and follow the procedural rules outlined in the Companies Act, 2013, and the company’s Articles of Association. Addressing concerns transparently, facilitating discussions, and adhering strictly to the agenda can prevent escalation. In case of unresolved disputes, the matter may be referred to legal or regulatory authorities for guidance.

23. How should companies manage last-minute changes to the AGM agenda?

Companies should manage last-minute changes to the AGM agenda by adhering to the provisions of Section 102 of the Companies Act, 2013, which requires the agenda to be disclosed in the notice. Any significant changes after circulation would generally necessitate issuing a fresh notice unless minor adjustments are permitted by the Articles of Association. Are virtual AGMs or hybrid meetings allowed for private companies?

24. What digital tools can companies use for voting and polling in AGMs?

Companies can use digital tools like e-voting platforms provided under Rule 20 of the Companies (Management and Administration) Rules, 2014, as mandated by Section 108 of the Companies Act, 2013. Tools such as CDSL, NSDL, and other secure online voting systems enable shareholders to vote remotely, ensuring transparency and convenience. These tools streamline the process, especially in virtual or hybrid AGMs, while maintaining compliance with legal requirements.

25. How can companies ensure compliance when conducting virtual AGMs?

To ensure compliance when conducting virtual AGMs, companies must adhere to MCA guidelines and provisions under the Companies Act, 2013, including proper notice, quorum, and secure e-voting facilities as per Rule 20 of the Companies (Management and Administration) Rules, 2014. Platforms must provide real-time participation and voting capabilities while ensuring data privacy and authentication. Detailed minutes and recordings should be maintained to document the proceedings transparently.