Procedures of an Annual General Meeting (AGM)
Annual General Meeting (AGM) Procedures in Bangladesh:
A company’s annual general meeting (AGM) is a required yearly gathering. There is the possibility of a penalty if the AGM is not held. A corporate lawyer or secretary must understand the AGM process, including time, notice requirements, and any implications. The essay will concentrate on the obligatory requirements of the Company Act of 1994.
The Annual General Meeting (AGM) is a yearly gathering of an organization’s members or shareholders. It provides a forum for key stakeholders to meet and discuss crucial issues concerning the organization’s performance, strategy, and governance.
Participants in the AGM get updates on the organization’s financial performance, elect or reappoint directors, approve financial statements, and address any other topics on the meeting agenda. It enables shareholders to ask questions, express concerns, and participate in decision-making processes that influence the future of the organization. The AGM is critical in developing openness, accountability, and member and shareholder participation.
Annual General Meeting (AGM) Procedures
According to business law, there are a few statutory procedures. The steps are as follows:
- Notification of Timing
- Quorum Papers
- Question Regarding Audit
- Registration of special and exceptional resolution copies
- Annual General Meeting Dates
A corporation must conduct its annual general meeting within eighteen months of its incorporation. Following the Gregorian calendar, each corporation must hold the annual general meeting as prescribed in Section 81, and no more than fifteen months must elapse from one annual general meeting to the next.
Annual General Meeting Notice
An annual general meeting can be held fourteen days after receiving written notice. A special resolution can be called with 21 days’ notice. The Board of Directors shall compile a report and distribute it to each member of the company at least twenty-one days before the meeting. If the report is forwarded after the time period specified by law, it is presumed to have been duly forwarded, and no shareholders can object to it. The notification for a valid shareholder’s meeting must be submitted within twenty-one days of the special resolution.
The Annual General Meeting quorum
A meeting requires a quorum of at least two members, who must be present at the AGM (proxies included). At least 5 members must be present in public corporations.
AGM Documents Required
The following documents must be presented at the Annual General Meeting:
- Annual financial report of the company
- Report of the Auditor
- Report of the Director
- Questions
The AGM chair will allow shareholders to ask the company’s management, remuneration report, and auditors questions.
Audit
Shareholders can ask the auditor any questions about the company’s issues in writing at least five days before the AGM or during the meeting. They must submit their questions to the board of directors, and if they are relevant to the company’s operations, the company will convey them to the auditor. The auditor of the company is entitled to attend the annual general meeting and respond to all queries.
Registration of special and exceptional resolution copies
Within fifteen days of the resolution’s passage, a copy shall be printed and officially certified under the signature of any authorized person and given to the Registrar for recording. A copy of the registered item has been affixed to every copy issued after the date of the resolution; if it is not registered, it must be forwarded for printing for fifty taka or such less sum as the business may prescribe. In the event of a breach, a corporation will be accountable for fifty taka per copy. Any deliberate default committed by a corporate employee is punishable under Section 88.
Penalty for postponing the AGM
If a default is made in terms of holding the annual general meeting at a prescribed time in accordance with sub-sections (1) and (2) of Section 81 of the Companies Act, 1994, the person and company who is liable for the default will be punished with a fine of up to ten thousand takas, and if the default continues, it will be two hundred fifty takas every day after the first day during which such default continues.
Tahmidur Rahman remura Wahid law firm in Bangladesh provides legal advice on the Annual General Meeting:
TRW’s Barristers, Advocates, and Lawyers in Mohakhali DOHS, Dhaka, Bangladesh, have extensive expertise advising customers through the complete process of legal provisions and implications of any Domestic and International Companies in Bangladesh. Please contact us at for any questions or legal assistance.
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