What is an Annual General Meeting (AGM)?

An Annual General Meeting (AGM) is a yearly gathering of a company’s shareholders.

During this meeting, the company presents its financial statements, reports on its activities, and discusses any significant developments.

Shareholders receive the opportunity to ask questions, provide feedback, and vote on key issues. These issues include the election of directors, approval of financial statements, and dividend declarations.

In Nepal, the Companies Act mandates that all registered companies must hold an AGM within six months of the fiscal year’s end.

Why is an Annual General Meeting important?

An Annual General Meeting (AGM) holds significant importance for several reasons.

During the AGM, the management presents financial statements, business performance reports, and future plans to the shareholders.

This disclosure helps shareholders understand the company’s financial health and operational progress.

The AGM also allows shareholders to exercise their voting rights. They vote on key issues such as the election of directors, approval of financial statements, and dividend distribution.

Who can attend an Annual General Meeting?

The attendance of an Annual General Meeting (AGM) typically includes a diverse group of stakeholders. Primarily, shareholders of the company have the right to attend the AGM.

Shareholders can be individuals or entities holding shares in the company. They may attend in person or appoint a proxy to represent them. Directors and senior management of the company also attend the AGM.

They present the financial statements, operational reports, and other significant updates to the shareholders. Auditors of the company are also present to provide their audit report and answer any queries related to the financial statements. In some cases, regulatory representatives may attend to ensure compliance with legal requirements. However, their participation is generally limited to observing rather than active engagement. In Nepal, the Companies Act mandates that the notice of the AGM must be sent to all shareholders and directors.

Public Company Registration in Nepal

How often is an Annual General Meeting held?

An Annual General Meeting (AGM) is held once a year. In Nepal, the Companies Act requires companies to conduct their AGM within six months of the end of their financial year. This timing ensures that shareholders receive timely information about the company’s performance and can participate in important decision-making processes. Holding the AGM annually allows the company to present its audited financial statements, business reports, and plans for the future. It also provides shareholders with the opportunity to vote on key issues such as the election of directors, approval of financial statements, and distribution of dividends.

What happens at an Annual General Meeting?

An Annual General Meeting (AGM) involves several key activities and procedures. First, the company’s directors and senior management present the annual financial statements. They provide detailed reports on the company’s performance, including revenue, expenses, profits, and other financial metrics. Auditors present their audit report, ensuring that the financial statements are accurate and compliant with legal standards. Shareholders then review and discuss these reports. The AGM also includes the election of directors. Shareholders vote to appoint or reappoint directors to the company’s board. Another important activity is the discussion and approval of dividends. Shareholders vote on the proposed dividend distribution, determining the portion of profits to be shared. Additionally, the AGM may include discussions on strategic decisions, mergers, acquisitions, or other significant corporate actions. In Nepal, the Companies Act mandates that AGMs follow a structured agenda to ensure all necessary topics are covered.

How is the agenda set for an Annual General Meeting?

Setting the agenda for an Annual General Meeting (AGM) involves a structured and methodical process. The company’s board of directors typically initiates this process. They identify key topics that need discussion and approval by the shareholders. These topics often include the presentation of financial statements, election or reappointment of directors, approval of dividends, and other significant business matters. The company’s management team collaborates with the board to finalize the agenda. They ensure that all necessary reports and documents are prepared and included. The agenda must comply with legal requirements outlined in the Companies Act of Nepal. This includes mandatory items such as the auditor’s report and financial statements. Once the agenda is set, the company circulates it to all shareholders along with the notice of the AGM. The notice must be sent in advance, typically at least 21 days before the meeting, to ensure shareholders have sufficient time to review the agenda and prepare for the meeting.

Can shareholders propose agenda items for an AGM?

Yes, shareholders can propose agenda items for an Annual General Meeting (AGM). In Nepal, the Companies Act allows shareholders to participate actively in setting the AGM agenda. Shareholders typically submit their proposals in writing to the company’s board of directors. There are specific requirements that shareholders must meet to propose an agenda item. For example, they might need to own a minimum percentage of the company’s shares or submit their proposal within a certain timeframe before the AGM. The board reviews these proposals and decides whether to include them in the AGM agenda. If the proposal meets the legal and procedural requirements, the board will include it in the agenda circulated to all shareholders.

How are decisions made at an Annual General Meeting?

Decisions at an Annual General Meeting (AGM) are made through a structured voting process. Shareholders cast their votes on various agenda items presented during the meeting. Each shareholder’s voting power typically corresponds to the number of shares they hold in the company. The company uses a simple majority vote for most decisions. This means that an agenda item passes if more than half of the votes cast are in favor. Certain decisions, such as amendments to the company’s constitution or approval of major transactions, may require a higher voting threshold, known as a special resolution. In these cases, at least 75% of the votes cast must support the proposal. Shareholders can vote in person at the AGM or appoint a proxy to vote on their behalf. The company counts the votes and announces the results during the meeting.

Annual General Meeting

What documents are provided at an Annual General Meeting?

At an Annual General Meeting (AGM), several key documents are provided to shareholders. First, the company distributes the annual financial statements. These statements include the balance sheet, income statement, cash flow statement, and notes to the financial statements.

They provide a comprehensive overview of the company’s financial performance and position. The auditor’s report is also provided, offering an independent assessment of the financial statements’ accuracy and compliance with accounting standards.

Additionally, the company presents the annual report, which includes the directors’ report. This report highlights the company’s activities, performance, and future plans.

Shareholders also receive the agenda for the meeting, detailing the items to be discussed and voted on. Other important documents include the notice of the AGM, minutes of the previous AGM, and any proposed resolutions or amendments to the company’s constitution.

In Nepal, these documents must be distributed in advance, typically at least 21 days before the AGM, to give shareholders ample time to review them.

How is voting conducted at an Annual General Meeting?

Voting at an Annual General Meeting (AGM) follows a structured and transparent process. Shareholders cast their votes on various agenda items presented during the meeting. Each shareholder’s voting power typically corresponds to the number of shares they hold in the company. The company often uses a show of hands for initial voting, where each person has one vote. If a more precise count is needed, a poll is conducted. In a poll, each shareholder’s votes are proportionate to their shareholding. Shareholders who cannot attend in person can appoint a proxy to vote on their behalf. Proxies must be registered with the company before the AGM. In Nepal, companies may also use electronic voting systems to facilitate the process. The Companies Act ensures that voting procedures are fair and legally compliant. After voting, the company counts and verifies the votes. The results are then announced during the AGM.

Can shareholders participate remotely in an AGM?

Yes, shareholders can participate remotely in an Annual General Meeting (AGM). In Nepal, companies increasingly adopt technology to facilitate remote participation. Shareholders can join the AGM through video conferencing or other virtual meeting platforms. This approach ensures that shareholders who cannot attend in person still have the opportunity to participate. Remote participants can view presentations, listen to discussions, and ask questions during the meeting. Companies also provide electronic voting options to enable remote shareholders to vote on agenda items. Shareholders must register in advance to participate remotely and receive the necessary login details and instructions.

How are directors elected at an Annual General Meeting?

Directors are elected at an Annual General Meeting (AGM) through a voting process by the shareholders. The company presents a list of candidates nominated for the board of directors. These candidates may include current directors standing for re-election and new nominees. Shareholders review the qualifications and backgrounds of the nominees before casting their votes. Each shareholder’s voting power is proportionate to the number of shares they hold in the company. Shareholders can vote in person at the AGM or appoint a proxy to vote on their behalf. The voting can be conducted through a show of hands or a poll, depending on the company’s articles of association and the specific requirements of the Companies Act in Nepal. In a poll, shareholders cast votes in proportion to their shareholding. After the voting, the company counts the votes and announces the results. Candidates receiving the highest number of votes are elected as directors.

What is the quorum requirement for an AGM?

The quorum requirement for an Annual General Meeting (AGM) ensures that a minimum number of shareholders are present to validate the proceedings. In Nepal, the Companies Act specifies the quorum for an AGM. Typically, the quorum consists of shareholders representing at least 51% of the total share capital of the company. Alternatively, if the articles of association specify a different quorum requirement, that standard applies. For public companies, a quorum might also include a minimum number of shareholders, such as five shareholders present in person or by proxy. The meeting cannot commence unless the quorum requirement is met. If the quorum is not met within the prescribed time, the meeting is adjourned and rescheduled.

Can resolutions be passed without an AGM?

Yes, resolutions can be passed without an Annual General Meeting (AGM) through a process known as a written resolution. In Nepal, the Companies Act allows shareholders to pass resolutions in writing, provided that all eligible shareholders agree. This process involves circulating the proposed resolution to all shareholders, who must then sign and return their agreement. For the resolution to be valid, it must receive unanimous consent from all shareholders entitled to vote on the matter. Written resolutions are often used for routine or non-controversial matters that do not require in-depth discussion.

How are financial reports presented at an Annual General Meeting?

At an Annual General Meeting (AGM), the company’s directors and management present the financial reports to the shareholders. The presentation includes detailed financial statements such as the balance sheet, income statement, and cash flow statement. These documents provide a comprehensive overview of the company’s financial health and performance over the past fiscal year. The company’s auditor also presents an audit report, offering an independent assessment of the financial statements’ accuracy and compliance with accounting standards. The directors’ report accompanies the financial statements, highlighting key activities, business performance, and future prospects.

Can non-shareholders attend an Annual General Meeting?

Non-shareholders can attend an Annual General Meeting (AGM) under certain conditions. In Nepal, the company’s articles of association or the board of directors may permit the attendance of non-shareholders. These individuals may include company auditors, legal advisors, and consultants who provide expertise and assistance during the meeting. Additionally, regulatory representatives might attend to ensure compliance with legal requirements. Journalists and analysts may also be invited to observe the meeting, particularly in publicly listed companies. However, their participation is generally limited to observation rather than active engagement. Shareholders may also bring guests, such as family members or business partners, but this typically requires prior approval from the company. Non-shareholders do not have voting rights or the ability to speak on matters unless expressly permitted.

What are the legal requirements for conducting an AGM?

In Nepal, the Companies Act outlines the legal requirements for conducting an Annual General Meeting (AGM). Companies must hold an AGM within six months of the end of their financial year. The company must provide at least 21 days’ notice to all shareholders, specifying the date, time, venue, and agenda of the meeting. The notice should include relevant documents such as financial statements, auditors’ reports, and proposed resolutions. A quorum, typically representing at least 51% of the total share capital, must be present to validate the meeting. The AGM must address key agenda items, including the approval of financial statements, the appointment or reappointment of directors, the declaration of dividends, and the appointment of auditors. The minutes of the meeting must be recorded and signed by the chairperson. Companies must file the resolutions passed at the AGM with the Registrar of Companies within a specified period. These legal requirements ensure that AGMs are conducted transparently, allowing shareholders to participate in the company’s governance and decision-making processes.

How does an AGM promote transparency and accountability?

An Annual General Meeting (AGM) promotes transparency and accountability in several ways. First, it provides a platform for the company’s management to present detailed financial statements and performance reports to the shareholders. This presentation ensures that shareholders receive accurate and comprehensive information about the company’s financial health and operations. The AGM also allows shareholders to ask questions and seek clarifications from the directors and auditors, fostering an open dialogue. Shareholders vote on key issues such as the election of directors, approval of financial statements, and dividend declarations, ensuring their voices influence important decisions. The requirement to present audited financial statements adds an extra layer of accountability, as an independent auditor verifies the accuracy of the financial information. Additionally, the minutes of the AGM are recorded and made available to shareholders, documenting the discussions and decisions made during the meeting.

Can minutes of an AGM be accessed by shareholders?

Yes, shareholders can access the minutes of an Annual General Meeting (AGM). In Nepal, the Companies Act mandates that companies maintain accurate and detailed minutes of their AGMs. These minutes must include all resolutions passed, discussions held, and decisions made during the meeting. The minutes are typically recorded by the company secretary and signed by the chairperson of the meeting. Once approved, the minutes become an official record of the AGM. Shareholders have the right to inspect these minutes upon request. Companies often provide copies of the AGM minutes to shareholders, either through their website or upon direct request. 

What happens if an AGM is not held?

If a company fails to hold an Annual General Meeting (AGM) within the required timeframe, it can face several consequences. In Nepal, the Companies Act mandates that companies must hold their AGM within six months of the end of their financial year. Failure to do so constitutes a breach of legal obligations. The Registrar of Companies can impose penalties on the company and its directors for non-compliance. These penalties may include fines and other legal sanctions.

Annual General Meeting in Nepal

How often must companies hold AGMs?

Companies must hold AGMs annually, within 6 months of the fiscal year end.

What’s the minimum notice period for an AGM?

Public companies must give at least 21 days’ notice for AGMs.

What key matters are addressed in AGMs?

AGMs address financial statements, dividends, director appointments, and auditor selection.

Can AGMs be held virtually in Nepal?

Virtual AGMs are allowed, subject to regulatory guidelines.

What’s the quorum requirement for AGMs?

Quorum requirements vary based on company type and articles of association.

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