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Maximum time for holding first AGM
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Maximum time for holding first AGM is 18 months from
incorporation
: Proviso to Section 166 states that first AGM would be conducted within a
period of 18 months from incorporation
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Maximum time
for holding first AGM is 9 months from closing of financial year : Section 96
states 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
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Not
in force
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Time and day of conducting AGM
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Section 166(2) : Every annual general meeting shall be called for a time
during business hours, on a day that is not a public holiday, and shall be
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Section 96(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
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Not
in force
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Statement to be annexed with notice :
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Explanatory statement to be annexed with notice
mentions about nature of concern of director and manager: According to
section 173 where the business to be transacted at the meeting is special
there shall be annexed to the notice a statement settling out all material
facts including in particular the nature and concern of if any of director
and manager
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Statement
annexed with the notice mentions about the nature of concern of the director,
manager, key managerial personnel and relatives of directors and key
managerial personnel : According
to Section 102 the statement annexed to the notice shall contain
(a) the nature of concern or
interest, financial or otherwise, if any, in respect of
each items of—
(i)
every director and the manager, if any;
(ii)
every other key managerial personnel; and
(iii)
relatives of the persons mentioned in sub-clauses (i) and (ii);
(b) any
other information and facts that may enable members to understand the
meaning, scope
and implications of the items of business and to take decision thereon
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In force
notified on 12.09.2013
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Quorum for AGM
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According
to section 175 the quorum in case of :
a)
Private Companies : 2 members
b)
Public companies : 5 members
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According to
section 103 the quorum is as follows :
a) Private companies : 2 members
b) Public
companies if no of members on date of meetings is not more than 1000: 5
members
c) Public
companies if no of members on date of meetings is more than 1000 but less
than 5000 : 15 members
d) Public
companies if no of members on date of meeting exceeds 5000 : 30 members
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In force
notified on 12.09.2013
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Annual Return
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a) Annual return to contain particulars
as on date of AGM : Section 159 and 160 : The annual return has to be
prepared and filed with the registrar containing particulars as on date of
agm
b) Particulars to be mentioned in
Annual Return , Section 159(1): Details
of registered office , register of its members, register of debenture
holders, shares and debentures, indebtedness, members and debenture holders
past and present, directors, managing directors, managers, secretaries past
and present
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a) Annual
return to contain particulars as on date of close of financial year : Section
92: According to the new provision every company will prepare an annual
return in the prescribed format containing particulars as they stood on the
close of financial year
b) Particulars
to mentioned in the Annual Return , Section 92(1):
Old requirements which are
incorporated
: Details of registered office , register of its members, register of
debenture holders, shares and debentures, indebtedness, members and debenture
holders past and present, directors, managing directors, managers,
secretaries past and present
New
Requirements which would form a part of particulars to be stated in the
Annual Return
:
i) Details of
principal business activities
ii) Particulars
of holding, subsidiary and associate companies,
iii) Details
of promoters and key managerial personnel ,
iv) Meetings
of members or a class thereof, board and its various committees along with
attendance details,
v)
Remuneration of directors and key managerial personnel,
vi) Penalty or
punishment imposed on the company, its directors or officers and details of
compounding of offences and appeals made against such penalty or
punishment,
vi) Matters
relating to certification of compliances, disclosures as may be prescribed
vii) Details,
as may be prescribed, in respect of
shares held by or on behalf of the Foreign Institutional Investors indicating
their names, addresses, countries of incorporation, registration and
percentage of shareholding held by them, vii) such other matters as may be
prescribed
Extract
of Annual Return has to be attached to Boards Report : Section 92
(3) states an extract of the annual
return in such form as may be prescribed shall form part of the Board’s
report.
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Not in force
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Appointment of Auditor
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Auditor to be
appointed for a period of one year: Section 224 states that at each AGM,
every company shall appoint an auditor or auditors to hold office from the
conclusion of that meeting to the next AGM
Intimation re appointment to be
given by Auditor to ROC within 30 days
: According
to section 224 (1) every company is required to give information to the
Auditor regarding his appointment within 7 days from his appointment and then
the according to section 224(2)auditor has to give information of his accep
tance or refusal to ROC by filing a form 23B within 30 days from date of
receipt of appointment letter
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Auditors
to be appointed for a period of five years : Section 139
states that every company
shall, at the first annual general meeting, appoint an individual or a firm
as an auditor who shall hold office from the conclusion of that meeting till
the conclusion of its sixth annual general meeting and
thereafter
till the conclusion of every sixth meeting and the manner and procedure of
selection of auditors by the members of the company at such meeting shall be
such as may be prescribed
Intimation
re appointment of Auditor to be given by Company to ROC within 15 days :
The
proviso to Section 139 states the company shall inform the auditor concerned
of his or its appointment, and also file a notice of such appointment with
the Registrar within fifteen days of the meeting in which the auditor is
appointed
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Not in force
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Directors Report
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Additional requirements
:
According to
Section 134 the directors report will
include the following :
(a) the extract of the annual return
as provided under sub-section (3) of section 92; (Form No. 7.9. , )
(b)
number of meetings of the Board;
(c)
Directors’ Responsibility Statement with additional points;
(d) a
statement on declaration given by independent directors under sub-section (6)
of section 149;
e) particulars
of loans, guarantees or investments under section 186;
f) particulars
of contracts or arrangements with related parties referred to in sub-section
(1) of section 188 in the prescribed form
g) a statement
indicating development and implementation of a risk management
policy for the
company including identification therein of elements of risk, if any, which
in the opinion of the Board may threaten the existence of the company;
h) the details
about the policy developed and implemented by the company on corporate social
responsibility initiatives taken during the year;
i) such other
matters as may be prescribed.
New
requirements for Directors’ Responsibility Statement : According to
section 134(5) the Directors Responsibility statement will include the
following additional requirements
a) in case of
a listed company and every other public company having such paid-up share
capital as may be prescribed, a statement indicating the manner in which
formal annual
evaluation has been made by the Board of its own performance and that
of its
committees and individual directors;
b) statement
that directors had devised proper systems to ensure
Compliance
with the provisions of all applicable laws
and that such systems were adequate and operating effectively.
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Not in force
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Books of
Account
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Comprises of Balance sheet and profit and loss
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Concept
of Balance Sheet and profit and loss now collectively termed as Financial
Statement:
Definition
of Financial Statement : Section 2(40) states that financial statement” in relation to a
company, includes—
(i) a
balance sheet as at the end of the financial year;
(ii) a
profit and loss account, or in the case of a company carrying on any activity
not for profit, an income and expenditure account for the financial year;
(iii)
cash flow statement for the financial year;
(iv) a
statement of changes in equity, if applicable; and
(v) any
explanatory note annexed to, or forming part of, any document referred to in
sub-clause (i) to sub-clause (iv):
Provided that
the financial statement, with respect to One Person Company, small company
and dormant company, may not include the cash flow statement;
Requirements
of Financial Statements : Section 129 states that (1)
The financial statements shall give a true and fair view of the state of
affairs of the company or companies, comply with the accounting standards
notified under section 133 and shall be in the form or forms as may be
provided for different class or classes of companies in Schedule III:
Provided that
the items contained in such financial statements shall be in accordance
with the
accounting standards:
Additional
Requirements when company has one or more subsidiaries : According to
section 129(3) Where a company
has one or more subsidiaries, it shall, in addition to financial
statements
provided under sub-section (2), prepare a consolidated financial
statement of the
company and of
all the subsidiaries in the same form and manner as that of its own which
shall also be
laid before the annual general meeting of the company along with the laying
of
its financial
statement under sub-section (2):
Also Provided
that the company shall also attach along with its financial statement, a
separate
statement
containing the salient features of the financial statement of its subsidiary
or
subsidiaries
in such form as may be prescribed:
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Section 2(40)
in force by notification dated 12.09.2013
Not in force
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