Definition:

Annual General meeting is a mandatory yearly gathering between the company’s shareholders and directors where they interact for the purpose of company’s annual reports, audit reports, audit remunerations and so on. In this article we will talk about annual general meeting its timing, notice & Penalty.

Procedures of an Annual General Meeting (AGM)

There are few procedures should be taken in terms of arranging an Annual General Meeting and they are given below,

  1. Timing
  2. Notice
  3. Quorum
  4. Documents
  5. Audit
  6. Question
  7. Registration of copies of special and extra ordinary resolution

Timing

A company has to hold its annual general meeting within eighteen months at the time of its incorporation. Every company in each year by following the Gregorian calendar hold the annual general meeting as the section 81 prescribes and it will not more than fifteen months elapse from the date of one annual general meeting to that of the next year.

Notice

An annual general meeting can be called within fourteen days of notice in writing. A special resolution can be called within twenty one days of notice. The Board of Directors shall prepare a report and forward that report to every member of the company at least twenty one days before the meeting will be held. If the report is forwarded after the time duration mentioned in the law, it will be deemed to have been duly forwarded and no shareholders can put any objections on it.  On a special resolution for valid shareholder’s meeting the notice must have submitted within twenty one days not less than that.

Quorum

The quorum of a meeting is at least two members and it must be there at the time of AGM (proxies included). In public companies at least 5 members must be present there.

Documents

Documents which must be presented in the Annual General Meeting are;

  1. Company’s annual financial report
  2. Auditor’s report
  3. Director’s report

Questions

The chair of an AGM will give a flow to the shareholders to ask questions regarding company’s management, the remuneration report, and to auditors.

Audit

The shareholders can ask any questions in written related to company’s issues to the company auditor at least five days before the AGM or at the time of the meeting. They must send their questions to the board of directors and if it is related to company’s matters then the company will forward it to the company’s auditor. The company’s auditor is entitled to attend the annual general meeting too and answer all the questionnaires.

Registration of copies of special and extra ordinary resolution

A copy of resolution shall be printed and duly certified under the signature of any authorized person and submitted it to the Registrar to record the same within fifteen days from passing thereof.  A copy of registered article have been annexed to every copy issued after the date of the resolution, if it is not registered then it shall be forwarded for printing  by the payment of fifty taka or such less sum as the company may direct. In terms of any default, a company shall be liable not exceeding fifty taka for each copy. Any willful default by a person in the company shall be punished under Section 88 for that default.

Penalty for delaying to hold AGM

If default is made in terms of holding the annual general meeting in prescribed time in accordance sub-section (1) and (2) of section 81 of the Companies Act, 1994, the person and company who is liable for the default will be punishable with fine which may extend to ten thousand taka and in a case of continuing the default, it will be two hundred fifty taka every day after the first day during such default continues.

Legal Advice regarding Annual General Meeting by CLP:

The Barristers, Advocates, and lawyers at CLP in Gulshan, Dhaka, Bangladesh are highly experienced at assisting clients through the entire process of legal provisions & consequences of Annual General Meeting of any Domestic and International Companies in Bangladesh. For any queries or legal assistance, please reach us at:E-mail: info@counselslaw.com
Phone:+8801700920980. +8801947470606. Address: House 39, Road 126 (3rd Floor) Islam Mansion, Gulshan 1, Dhaka.

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