ANNUAL GENERAL MEETING – Under Companies Act 2013

Before going to review the concern provisions of the Companies Act 2013 for Annual General Meeting, first we must understand the term Financial Year.

FINANCIAL YEAR (SECTION 2(41)):

The 2013 Act has introduced a significant difference in the definition of the term, ‘financial year’, which has been defined in section 2(41) of the 2013 Act to mean April to March. All the existing Company, on the commencement of this Act, shall, within a period of two years from such commencement, line up its financial year as per this definition of financial year.

Where the company or body corporate has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the company or body corporate is made up.

On an application made by a company or body corporate, which is a holding company or a subsidiary of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Tribunal may, if it is satisfied, allow any period as its financial year, whether or not that period is a year.

ANNUAL GENERAL MEETING (SECTION 96):

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. The company shall specify the meeting as such in the notices calling Annual General Meeting.

The 2013 Act states that the first annual general meeting should be held within nine months from the date of closing of the first financial year of the company [section 96(1) of 2013 Act], whereas the 1956 Act requires the first annual general meeting to be held within 18 months from the date of incorporation.

This means, for a company incorporated on 1st day of January 2015, the first financial year shall be closed on 31st day of March 2016 and Annual General Meeting should be convened on or before 31st day of December 2016. However for a company incorporated on 31st day of December 2014, the first financial year shall be closed on 31st day of March 2015 and Annual General Meeting should be convened on or before 31st day of December 2015.

One of the changes in the 2013 Act compared to the 1956 Act is that annual general meeting can now be held on all days including on Sundays and public holidays but cannot be held on National Holidays as declared by the Government. The Public/National Holidays are 15th August – Independence Day, 26th January – Republic Day and 2nd October – Gandhi Jayanti Day. So companies can now hold annual general meetings on all days of the year except these three days as above. Section 96(2)

Currently, the 1956 Act does not define business hours, which the 2013 Act now defines as between 9 am and 6 pm.

In Case of Listed Companies (Section 121) –

In case of listed companies (Section 121), a report on the annual general meeting, stating therein, a confirmation that the meeting was held and conducted as per the provisions of the Act and the Rules have to be filed with the Registrar within 30 days of the annual general meeting. 

As per Rule 31(1)(c) of the Companies (Management and Administration) Rules, 2014 the report shall contain the details in respect of the following, namely:-

1. the day, date, hour and venue of the annual general meeting;
2. confirmation with respect to appointment of Chairman of the meeting;
3.  number of members attending the meeting;
4. confirmation of quorum;
5. confirmation with respect to compliance of the Act and the Rules, secretarial standards made there under with respect to calling, convening and conducting the meeting;
6. business transacted at the meeting and result thereof;
7.  particulars with respect to any adjournment, postponement of meeting, change in venue; and
8. any other points relevant for inclusion in the report.

Rule 31(1)(b) states that the Report shall be dated and signed by the Chairman, or in case of his inability to sign, by any two directors of the company one of whom shall be a Managing Director, if there is one and the Company Secretary of the company. 

By Aalok Chhaperwal