AGM Notice Format -- How to Draft Notice of Annual General Meeting

Notice of Annual General explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.

Overview

The Annual General Meeting (AGM) is a mandatory meeting of shareholders that every company must hold within 6 months from the end of the financial year (i.e., by 30th September). The notice convening the AGM is a critical legal document that must comply with Sections 96, 101, and 102 of the Companies Act, 2013.

When Is This Required?

The AGM notice must be sent to all members, auditors, and directors of the company at least 21 clear days before the date of the meeting. It can be sent by post, registered post, speed post, courier, or electronically to registered email addresses.

Who Prepares This Document?

The Company Secretary or, in absence of a Company Secretary, any director authorized by the Board, prepares the AGM notice. For listed companies, the Company Secretary is mandatory.

Sample Format / Template

The following template is provided for reference and educational purposes only. It must be customized to the specific facts, circumstances, and Articles of Association of your company. Obtain professional advice before use.

CIN:
Registered Office:
Phone: | Email: | Website:

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Members of will be held on , the day of , at at / through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business:

ORDINARY BUSINESS:

Item No. 1: Adoption of Financial Statements
To receive, consider, and adopt the Audited Financial Statements of the Company for the financial year ended 31st March , together with the Reports of the Board of Directors and Auditors thereon.

Item No. 2: Declaration of Dividend
To declare a final dividend of Rs. per equity share (i.e., % on the face value of Rs. 10/- each) for the financial year ended 31st March , as recommended by the Board of Directors.

Item No. 3: Appointment of Director Liable to Retire by Rotation
To appoint a Director in place of Mr./Ms. (DIN: ), who retires by rotation pursuant to Section 152(6) of the Companies Act, 2013 and, being eligible, offers himself/herself for re-appointment.

Item No. 4: Appointment/Ratification of Auditor
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act, 2013, M/s. , Chartered Accountants (Firm Registration No. ), be and are hereby appointed/re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the Annual General Meeting, at a remuneration of Rs. plus applicable taxes and out-of-pocket expenses."

SPECIAL BUSINESS:

Item No. 5:
To consider and, if thought fit, to pass the following resolution as a Resolution:
"RESOLVED THAT..."

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:


By Order of the Board of Directors
For


Company Secretary / Director
Membership No. / DIN:

Place:
Date:

NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER BEHALF. The proxy need not be a member of the Company. The instrument of proxy, duly completed and stamped, must reach the registered office of the Company not less than 48 hours before the commencement of the meeting.
2. Corporate members intending to send their authorized representatives are requested to send a certified copy of the Board Resolution authorizing their representative to attend and vote.
3. The Register of Members and Share Transfer Books will remain closed from to (both days inclusive) for the purpose of AGM and dividend.
4. Members holding shares in dematerialized form are requested to notify any change in address or bank details to their respective Depository Participant.
5. The route map and prominent landmark near the venue of the meeting is enclosed / The link for VC/OAVM will be provided to registered email addresses.

Key Points to Remember

• Clear 21 days notice is mandatory (Section 101) -- this means 21 days excluding the day of sending and the day of meeting
• Explanatory statement under Section 102 is mandatory for ALL special business items -- omission renders the resolution void
• Proxy form must be sent along with the notice (Section 105) -- proxy must be deposited 48 hours before the meeting
• For listed companies, additional SEBI LODR requirements apply including e-voting facility
• The notice must specify the date, time, and venue (or VC/OAVM details) clearly
• Book closure dates for dividend must be mentioned if dividend is proposed
• Directors seeking re-appointment must have their brief profile attached as per Secretarial Standard-2

Getting Notice of Annual General right the first time saves both time and money. Many businesses seek expert help for Notice of Annual General to stay fully compliant. The rules around Notice of Annual General are updated from time to time, so stay informed. Proper documentation makes the Notice of Annual General process smooth and hassle-free.