Explain the compliance requirement for holding of annual general meeting (the AGM) of the company including the listed company and One Person Company as per the provisions of the Companies Act, 2013 and applicable Regula

CS Executive · Company Law and Practice · PYQS · June 2024
Explain the compliance requirement for holding of annual general meeting (the AGM) of the company including the listed company and One Person Company as per the provisions of the Companies Act, 2013 and applicable Regulation of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015.

Answer & Explanation:

Holding of Annual General Meeting (Section 96 of the Companies Act, 2013) Annual general meeting should be held once in each calendar year. First annual general meeting of the company should be held within 9 months from the closing of the first financial year. Hence it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation. Subsequent annual general meeting of the company should be held within 6 months from the date of closing of the relevant financial year. The gap between two annual general meetings shall not exceed 15 months. 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 situate. Annual General Meeting of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance. Additional Compliance for listed Companies: - Additionally, for listed entities, Regulation 44(5) and 44(6) of SEBI (LODR) Regulations, 2015 provides that the top 100 listed entities by market capitalization. determined as on March 31st of every financial year shall hold their annual general meeting within a period of five months from the date of closing of the financial year. The top 100 listed entities shall provide one-way live webcast of the proceedings of the annual general meetings. Explanation: The 100 entities shall be determined on the basis of market Capitalization, as at the end of the immediate previous financial year. Exemption to OPC: As provided in sub-section (1) of section 96, one person company is not required to hold Annual General meeting As per 1.1 of SS-2 provides that the Board shall, every year, convene or authorize convening of meeting of its members called the Annual General Meeting to transact items of ordinary business specifically required to be transacted at an annual general meeting as well as special business, if any. If the Board fails to convene its Annual General Meeting in any year, any member of the company may approach the prescribed authority which may then direct the calling of the Annual General Meeting of the company.

Topics: Management and Administration

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