AGM (Annual General Meeting) ACTIVITY CHECKLIST

Annual General Meeting Checklist activity – 69 Important Points

1
Obtain confirmation from the Directors on Compliance with Section 274(1)(g) of the Companies Act, 1956
2
Obtain certificate under Clause 49(I)(B) of the Listing Agreement from the Non-executive Directors of all pecuniary relationship or transactions entered into with non-executive directors
3
Obtain certificate under Clause 49(V)(B) of the Listing Agreement from the Management of all material, financial and commercial transactions entered into
4
Book the Hall where AGM is proposed to be convened
5
Hold Subsidiary Companies Board Meetings to approve their annual accounts
6
Obtain Notice u/s 257 (with deposit of Rs.500) for appointment of Directors other than those retiring by rotation
7
To check the shareholdings of Financial Institutions to ascertain whether Special Resolution is required to be passed for appointment of Auditors under Section 224A
8
Obtain eligibility certificate from Auditors under Section 224(IB)
9
Draft AGM Notice and Explanatory Statement
10
Ascertain if any resolution is to be passed through Postal ballot
11
Draft separate Notice for Postal Ballot, if required
12
Prepare Statement of Employees covered under Section 217(2A)
13
Draft Directors’ Report
14
Intimation to Stock Exchanges and issue of Press Release regarding Board Meeting for audited financial results, consideration of accounts and recommending dividend, if any
15
Obtain compliance certificate from the Auditors under Clause 49(VIII) of the Listing Agreement
16
Prepare Chairman’s Speech
17
Prepare Statement of computation of profits under Sections 349 and 350
18
Statement of Subsidiary Companies, if any, under Section 212
19
Prepare Management Discussion and Analysis Report
20
Prepare Agenda for Board Meeting
21
Send Agenda to Directors
22
Conduct Audit Committee Meeting to consider Audited Financial Results. Ensure that the Statutory Auditors attend the Audit Committee Meeting (Clause 49 of Listing Agreement)
23
Hold Board Meeting to consider the annual accounts, decide the rate of dividend, to consider the closing of Transfer Books and appointment of scrutinizer for postal ballot
24
Notice of Dividends, turnover, etc be submitted to the Stock Exchange within 15 minutes of conclusion of the Board Meeting (Clause 20 of the Listing Agreement)
25
Inform Shareholders about particulars of unclaimed dividend
26
Send audited annual results to Stock Exchange (Clause 41 of the Listing Agreement (within 15 minutes of conclusion of Board Meeting)
27
Publish audited annual results (Clause 41) and Book Closure dates in newspapers
28
Send Annual Report for printing
29
Open Dividend Account with a Bank
30
Inform Auditors to attend the Annual General Meeting
31
Send copies of Notice regarding book closure and audited Results published in newspaper to Stock Exchange
32
Download names and addresses of Beneficial Owners (NSDL and CDSL) for mailing Annual Report
33
Annual Report to be sent to
(a)   Stock Exchanges
(b)   Trustees
(c)    Financial Institutions, if loan covenants so require
(d)   Solicitors
(e)   Analysts
(f)      Statutory Auditors, Internal Auditors and Cost Auditors
(g)   Depository for distribution among GDR holders
(h)    Department of Company Affairs
34
Post Annual Reports to other stakeholders as per the mailing list of the Company along with Notice of Postal Ballot to shareholders, if any
35
Last date for posting Annual Reports
36
Notice of Annual General Meeting to be published in newspapers
37
Arrangements for receipt of postal ballots
38
Make the necessary security arrangements at the venue of the AGM
39
Letter to Police Station in the vicinity of the venue for security
40
Obtain RBI approval for printing MICR Numbers Dividend Warrants
41
Obtain Proxies and Board Resolutions u/s 187
42
Draft anticipated Questions-Answers to be kept ready
43
Draft outline of the ‘Proceedings’ of the AGM for the reference of Chairman and Directors
44
Send letter of appointment to practicing Company Secretary for certification of Annual Return
45
Test run the ECS data with Banks
46
Catering arrangement at the venue of General Meeting
47
Transfer Books Closure (Closure suggested for 7 days. Companies may close the Books for shorter periods or longer periods up to 30 days)
48
Prepare Proxy Register and keep ready relevant statutory registers
49
Obtain report from scrutinizer on postal ballot, if applicable
50
Hold Board Meeting
51
Hold Annual General Meeting
52
Inform Directors of their re-appointment
53
Letters to Stock Exchanges regarding passing of resolution in AGM
54
Tax on Dividends to be paid to Bank
55
Dividend amount to be deposited with Bank
56
Post intimation of ECS remittance to the concerned shareholders
57
Inform Auditors about their re- appointment (within 7 days from AGM)
58
Draft AGM & Board Meeting Minutes
59
Transfer unclaimed dividend to ‘Unpaid Dividend A/c’
60
Copies of Balance Sheet  and other relevant documents to be filed with the Registrar of Companies (within 30 days from the date of Meeting)
61
Two copies of Balance Sheet be sent to the Joint Director, Monopolies Research Unit, New Delhi (within 30 days)
62
Follow with Banks on return of any ECS remittance
63
Disclose the Shareholdings as of record date  to Stock Exchanges under Regulation 8(3) of SEBI Takeover Guidelines (i.e. within 30 days from the Record Date).
64
Obtain signature on AGM Minutes within 30 days of AGM
65
Last Date of Payment of Dividends
66
Send AGM Minutes to Stock Exchanges [Clause 31(d)]
67
Annual Return to be filed with the Registrar of Companies (within 60 days)
68
Attach Auditors certificate obtained under Clause 49(VIII) to the Annual Return
69
Transfer unpaid dividend to the Investor Education and Protection Fund after 7 years


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