Annual General Meeting Compliances in Unlisted Companies

One of the basic reason to hold Annual General Meeting is to take members’ approval to finalize the Annual Report and Financial Statements of the Company by taking approval. The other approvals required include Appointment of Auditors, Regularisation of Additional Directors and Declaration of dividend. A brief about the compliances related to holding an AGM in unlisted Companies are mentioned below.

Every company (other than one person company) shall hold a meeting as its annual general meeting in a Financial Year.

Maximum gap:

The maximum gap between two AGM=15 months.

First AGM:

First AGM should be held within 9 months from the end of first financial year of the company

AGM other than first AGM should be held within a period of 6 months from the closing of financial year.

Extension of AGM:

Extension may be provided by the registrar on an application made by the Company (for AGM other than first AGM)- for a period not more than 3 months

Duration of meeting:

Business hours- 9 a.m. to 6 p.m. The day should not be a national holiday

Place of meeting:

AGM should be held 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.

Place of Meeting for unlisted company:

Any place in India if consent is given in writing or by electronic mode by all the members in advance.

Notice of meeting:

The notice of meeting should be given for not less than 21days’ either in writing or through electronic mode.

Calling meeting on shorter notice:

Approval of at least 90% of the members of the Company is required for holding the meeting at a shorter notice.

Contents of notice:

Notes, Explanatory Statement, MGT-11 (Proxy Form), Attendance Slip and Route Map to the Venue of the AGM.

Chairman of the meeting: Unless articles otherwise provide, members personally present at the meeting shall elect one of themselves to be the chairman thereof on a show of hands.

If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance with the provisions of this Act and the Chairman elected on a show of hands shall continue to be the Chairman of the meeting until some other person is elected as Chairman as a result of the poll, and such other person shall be the Chairman for the rest of the meeting.

Forms to be filed after conclusion of meeting (unlisted companies)

Form AOC-4: This form is to be filed within 30 days of conclusion of AGM.

Form MGT-7/7A: This form is to be filed within 60 days of conclusion of AGM.

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