Management and Administration

By:

CA Kamal Garg

[B. Com (H), FCA, DISA (ICAI), LLB]

Annual General Meeting (Section 96)2

A OPCs Not required to hold AGM

Other Companies:

B First AGM Within 9 months from the closure of first F.Y.

C Next AGM Within 6 months from the close of the F.Y.

AGM can only be held between 9a.m.- 6 p.m.

AGM can be held on holidays but not on national holidays.

Upto 15 months gap permissible between two AGMs

Annual Return (Section92)

Particulars to be given in the annual return (Form MGT 7):Principal business activitiesParticulars of holding, subsidiaries and associate companiesDetails of other securities issuedDetails of Promoters, KMPs and changes in these since last F.Y.Details of meetings of Members, Board & Committees alongwith attendance detailsRemuneration of Directors & KMPsPenalties or punishment imposed on company, directors or officersDetails of compounding of offences and appeal thereof (if any)Details of shares held by Foreign Institution, name, address and percentage

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Annual Return (Section92)

Listed company; or Company having: 1. paid up capital > Rs.10.00 crores; or2. turnover > Rs.50.00 crores,Practicing CS shall certify AR [Form MGT 8] Annual Return is to be prepared as on the close of the F.Y. Annual Return is to be signed:1. in case of OPC or small company: by PCS or by Director In case of Other Company: by one Director and CS or PCS

(if no CS in company)

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Annual Return (Section92)

An extract of the annual return in Form MGT 9 shall form part of the Board's report;

Filing of Annual Return:

1. If AGM Held: Filing within 60 days from date of AGM;2. If AGM not held: Filing within 60 days from the date on

which AGM ought to have been held (reasons also required to be filed)

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Notice of General Meeting [Section 101] May be given by electronic mode also. To be given to:1. Members/ Legal Representatives of Deceased/ Assignee;2. Auditor(s);3. Directors Length of notice: 21 clear days (21 days in 1956 Act) Shorter notice: only with consent of 95% Members; Accidental omission to give notice/ its non-receipt, not to

invalidate the proceedings of the meeting

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Report on AGM (Section 121)

Every listed company shall prepare a report [Form MGT 15] which contain following information: Day, date, time and venue. Confirmation to appointment of Chairman No. of members attending meeting Confirmation of Quorum Confirmation of compliances of Acts & Rules Confirmation of Secretarial Standard Compliance

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Report on AGM (Section 121)

Business transacted and result thereof. Particulars of any adjournment, postponement. Any other point relevant for inclusion in report Report shall contain fair and correct summary of meeting Filing: will be filed in 30 days of AGM. Signing: Report shall be signed by Chairman or by 2

Directors (one should be MD)

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Return of Change in Stake of Promoters (Section 93)

Every listed company shall file (within 15 days of such change) a return [Form MGT 10] in respect of:1.increase or decrease of 2% or more shareholding of promoters [Rule 13]; and2.top 10 shareholders

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Promoter [Section 2(69)]

“Promoter" means a person—(a) who has been named as such in a prospectus or is identified by the company in the annual return referred to in section 92; or(b) who has control over the affairs of the company, directly or indirectly whether as a shareholder, director or otherwise; or(c) in accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act:

Provided that nothing in sub-clause (c) shall apply to a person who is acting merely in a professional capacity

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Minutes (Section 118)

Minutes are required for every meeting of 1. Shareholders of any class;2. Creditors;3. Resolutions passed by Postal Ballot;4. BOD and/ or its Committee(s) Company shall observe secretarial standards Distinct minute book shall be maintained for:-

General Meeting Creditors meeting Committees meeting

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Minutes (Section 118) Resolution by postal ballot will also be recorded in

Minute Book. Minute book shall be preserved permanently Shall be kept in custody of CS or authorised Director Penalty for tampering of minutes, imprisonment of 2

years and fine from Rs.25,000/- to Rs.1,00,000/-

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Board Report [Section 134(3)]

Shall be prepared based on financial statement. Shall contain separate sections for the position of each

subsidiary, associate and joint venture company. Every listed company and other public company having

paid up share capital more than Rs. 25.00 crores shall include the statement undertaking the annual evaluation made by Board of its own performance.

Details of material order passed by court, tribunal impacting going concern status and company’s operation in future.

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Board Report [Section 134(3)]

Shall include: Extracts of annual Return No. of Board meetings. Directors responsibility statement [S. 134(5)] Statement of declaration by independent director. Explanations/comments on adverse comments,

qualifications or disclaimer by auditor. Particulars of loans, guarantees or investment (S. 186) Particulars of related party transaction (S. 188)

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Directors’ Responsibility Statement vis-à-vis Internal Financial Controls

Section 134(5)(e) requires DRS to state that, in the case of a listed company, the directors:

1. had laid down internal financial controls to be followed by the company; and

2. such internal financial controls are adequate and were operating effectively

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Committees of Board16

Audit Committee

Nomination, Remuneration & Stakeholders Committee

Vigil Mechanism

Listed Company Yes Yes Yes

Other Public Co.

a) Paid up capital Rs.10 crores or more

Yes Yes No

b) Turnover Rs.100 crores or more

Yes Yes No

c) Aggregate loan having debenture, deposit exceeds Rs.50 crores or more

Yes Yes Yes(except deposit)

Committees of Board

Vigil Mechanism : shall provide adequate safeguard against victimisation . In case of frivolous complaint suitable action by Audit Committee / Director nominated.

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Audit Committee

Nomination, Remuneration & Stakeholders Committee

Vigil Mechanism

d) Company having deposits

No No Yes

e) No. of members 3 3 Not specified

f) Independent directors

Majority 50% As per Board

g) Transition period 1 year 1 year No

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