In short: An AGM must be called by a written notice sent at least 21 clear days before the meeting (Section 101, Companies Act, 2013) to every member, every director and the auditor. The notice gives the date, time and place and lists the business. The format below covers the usual ordinary business of a private company, with the standard notes on proxies.
The rules in brief
- When: within six months of the end of the financial year, so by 30 September for most companies, and not more than 15 months after the previous AGM (Section 96). The first AGM can be held within nine months of the end of the first financial year.
- Where and when: during business hours (9 am to 6 pm) on a day that is not a national holiday, at the registered office or elsewhere in the same city, town or village (Section 96(2)). An unlisted company can hold its AGM anywhere in India if all its members consent in advance.
- Shorter notice: allowed for an AGM if at least 95% of the members entitled to vote consent in writing or electronically (Section 101(1)).
- Who receives it: every member, the legal representative of a deceased member, the assignee of an insolvent member, every director and the auditor (Section 101(3)). It can be sent by email.
- Special business (anything beyond the ordinary items listed in Section 102(2)) needs an explanatory statement attached to the notice.
One Person Companies don't hold an AGM at all (Section 96(1)).
The template
[COMPANY NAME]
CIN: [CIN]
Registered office: [ADDRESS]
Email: [EMAIL]
NOTICE OF THE [__th] ANNUAL GENERAL MEETING
NOTICE is hereby given that the [__th] Annual General Meeting of the members of [COMPANY NAME] will be held on [DAY], [DATE] at [TIME] at [VENUE ADDRESS] to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended 31 March [YYYY], together with the Reports of the Board of Directors and the Auditors thereon.
2. [If applicable] To declare a dividend of ₹[__] per equity share for the financial year ended 31 March [YYYY].
3. [If the articles provide for retirement by rotation] To appoint a Director in place of [NAME] (DIN: [DIN]), who retires by rotation and, being eligible, offers himself/herself for re-appointment.
4. [If applicable] To appoint Statutory Auditors and fix their remuneration, and in this regard to pass the following resolution as an Ordinary Resolution: [insert the resolution text]
SPECIAL BUSINESS [delete if none]
5. [DESCRIBE THE ITEM AND SET OUT THE RESOLUTION, STATING WHETHER IT IS AN ORDINARY OR SPECIAL RESOLUTION]
By order of the Board
For [COMPANY NAME]
__________________________
[NAME]
Director (DIN: [DIN])
Place: [PLACE]
Date: [DATE OF NOTICE]
NOTES:
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/herself, and the proxy need not be a member of the Company. The proxy form (Form MGT-11), duly completed and signed, must be deposited at the registered office of the Company not less than 48 hours before the start of the meeting.
2. A body corporate that is a member may authorise a representative to attend and vote by sending a certified copy of its board resolution under Section 113 of the Companies Act, 2013.
3. [If there is special business] The explanatory statement under Section 102 of the Companies Act, 2013, setting out the material facts concerning the special business, is annexed to this notice.
4. The audited financial statements, the Board's Report and the Auditors' Report are enclosed with this notice and are also available for inspection at the registered office during business hours.
5. A route map to the venue, including a prominent landmark, is attached.
After the AGM
- Prepare and sign the minutes of the AGM within 30 days (Section 118).
- File the financial statements in AOC-4 within 30 days and the annual return in MGT-7 or MGT-7A within 60 days. See the AOC-4 and MGT-7 filing guide.
- If the AGM appointed an auditor, file ADT-1 within 15 days. Use the auditor appointment resolution.
Frequently asked questions
How many days' notice is needed for an AGM?
At least 21 clear days' notice in writing or by electronic means. "Clear days" exclude the day the notice is sent and the day of the meeting. A shorter notice is valid if at least 95% of the members entitled to vote at the AGM consent in writing or electronically.
Can the AGM notice be sent by email?
Yes. Section 101 allows notice by electronic mode, and email to the address registered by the member is common practice. Keep proof of sending.
What is the difference between ordinary and special business?
At an AGM, ordinary business means adopting the financial statements and reports, declaring a dividend, appointing directors in place of those retiring, and appointing auditors and fixing their pay. Everything else is special business and needs an explanatory statement in the notice.
What if we missed the AGM deadline?
The ROC can extend the time for an AGM other than the first one by up to three months, if the company applies before the due date. Holding it late without an extension can lead to penalties under Section 99, and the filing deadlines for AOC-4 and MGT-7 still run from the last date the AGM should have been held.