Company Secretarial AGM

Topics: Board of directors, Financial audit, Balance sheet Pages: 15 (4623 words) Published: November 15, 2013

CITRA BERHAD (992367-K)
Report on the Annual General Meeting (AGM)

The 18th Annual General Meeting of Citra Bhd. was held on 1st APRIL 2010 (Thursday) at 12.00 pm at Bukit Urai Golf Club to transact the following purposes:

ANNUAL GENERAL MEETING
Annual General Meeting (AGM) is a general meeting of a company which is held once a year. According to Section 143 (1) CA, every company is required to hold its first AGM within 18 months after the date of incorporation. Subsequently, AGM should be held within 15 months from the date of preceding AGM. In addition to this subsection, Section 169 (1) CA requires the company to hold its AGM not later than 6 months after financial year end. Since there are two provisions governed the determination of date of AGM, a company is required to choose the date whichever comes first as the latest date to convene an AGM. There are two types of business transacted in the AGM such as ordinary business and special business. Generally, all business transacted in an AGM should be called ‘special business’ with a few exceptions as below which are normally known as ‘ordinary business’: (i) Consideration of the accounts, balance sheet and the reports of the directors and auditors (ii) Declaration of a dividend recommended by the directors

(iii) Election of directors in place of those retiring
(iv) Appointment and fixing of the remuneration of auditors
In order for a meeting to be valid, it must be properly convened, properly conducted and properly constituted. Properly Convene
Only person empowered by the Act or the Articles of Association have the authority to convene an AGM. The persons who have the power are: (i) The board of directors and secretary
(ii) Two or more members holding not less than 10% of the issued share capital of the company, or if the company has no share capital, not less than 5% in number of the members so such lesser number as allowed by the articles (iii) The court

The notice of meeting is also an essential element in meeting. The notice of the meeting must contain sufficient information to enable the recipient to decide whether or not to attend the meeting. It must be send to all person entitled to received the notice. Properly Constitute.

Chairman of AGM must ensure that there are enough quorums for the meeting to be valid. Section 147(1) (a) of the Act provides that two members present in person or by proxy shall constitute a quorum. If at any time during the meeting, the quorum is not maintained, the chairman may adjourn the meeting. Properly Conduct

The chairman of the meeting must ensure that the meeting is properly conducted and that order is maintained and must ensure that the members’ right to demand to vote by poll. If there is proxy in the meeting, chairman must demand a voting by poll since proxy is not entitled to vote by show of hand.

In AGM, all the businesses transacted can be vote either by shows of hand or by poll. (i) Voting by show of hands
Unless a poll is demanded, all the businesses transacted in AGM shall be decided by show of hand. Every member has one vote each on shows of hand irrespective of their shareholdings. (ii) Voting by poll

By poll, a member may utilize his full voting power since votes are given proportionately to the number of shares held. Notice of Annual General Meeting
The notice is a fundamental requisite for the validity of meetings. The notice to convene the AGM of the company for passing of an ordinary resolution shall be sent before 14 days from the date of general meeting. In the case of any special resolution to be passed in the AGM, a 21 days notice is required. It is important that the notice of meeting must be given to every member; every person entitled to a share in consequences of the death or bankruptcy of a member; and the auditor for the time being of the company. The normal content of a notice of meeting are: (i) Name of the company

(ii) Type of meeting
(iii) Date, day, time and place of...
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