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