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 |