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An Annual General Meeting (AGM) is a crucial event for any company. As the name suggests, it is held annually and serves as a platform for shareholders, directors, and other stakeholders to come together. But what exactly does this entail? Let’s delve into the key provisions and requirements surrounding the Annual General Meeting (AGM).
The Timing of the Annual General Meeting (AGM)
Financial Reporting Deadlines
Extension of Time
Court Intervention
The Timing of the Annual General Meeting (AGM)
First AGM
Following incorporation, a company has the flexibility to hold its inaugural AGM within eighteen months. If this inaugural meeting takes place within that timeframe, the company is exempt from holding AGMs in its incorporation year or the subsequent year.
Subsequent AGMs
After the first AGM, subsequent meetings are mandated to occur annually within a Gregorian calendar year. The gap between two AGMs should not exceed fifteen months.
Note: Adjournment of a meeting to the next calendar year does not classify it as a meeting of that year.
Financial Reporting Deadlines
Companies must adhere to strict deadlines for financial reporting:
- For Companies with December Closing: AGMs must be held within nine months of the closing date, typically by September 30 of the following year.
- For Companies with June Closing: AGMs must be held within nine months of the closing date, typically by March 31 of the following year.
- For Companies with International Interests: AGMs must be held within twelve months of the closing date if the company conducts business or holds interests outside Bangladesh.
Special Considerations for Listed Companies
Listed companies have additional obligations:
- AGMs must occur within forty-five working days from the Record Date or the start of the book closure period, whichever applies.
- The “Record Date” must be set at least fourteen market days but no more than thirty market days from the date of the relevant Board Directors’ or Trustees’ meeting.
Extension of Time
In cases where a company requires additional time to hold its AGM, an extension can be sought from the Registrar.
The Registrar can grant an extension of up to 90 days or until December 31st of the relevant year (whichever comes first) if you apply within 30 days of the initial deadline.
Court Intervention
If a company fails to hold the AGM on time or does not seek an extension through the register:
- Any member of the company can apply to the court.
- The court may call or direct the calling of a general meeting, along with necessary directions for its conduct.
The Bottom Line
Annual General Meetings are not just routine gatherings; they serve as crucial platforms for transparency, accountability, and shareholder engagement. By following these guidelines, you can ensure a smooth and legal annual meeting for yourself and your shareholders.
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