Notice of AGM

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Documents Required for Annual General Meeting


Notice of AGM-Every company, as per section 96 of the Companies Act, is obligated to hold its Annual General Meeting (AGM) within six months of the closure of its accounts, unless it is a newly formed company. The AGM serves as a crucial platform for shareholders to engage with the management, discuss important matters, and make key decisions regarding the company’s affairs. However, to conduct a successful AGM, certain documents and procedures need to be adhered to meticulously.

Notice of Annual General Meeting -Notice of AGM

The cornerstone of initiating an AGM lies in sending out a formal notice to all the members of the company. This notice is governed by Section 101 of the Companies Act, which lays down specific provisions to be followed.

Basic Points to Consider Before Sending the Notice

Before dispatching the Notice of Annual General Meeting, several fundamental points need consideration:

I. Compliance with Section 96(2)

Under Section 96(2), the notice can be sent through various means such as hand delivery, email, ordinary post, speed post, registered post, courier, or fax. If sent via email, it is essential to retain proof of delivery by maintaining printouts of the sent emails. Moreover, the AGM should be scheduled during business hours (9 AM to 6 PM), except on national holidays, and held in the city where the registered office is situated. The notice, along with relevant documents, must be dispatched at least 21 clear days before the meeting. However, if sent by post or courier, an additional two days must be factored in. Additionally, the AGM notice should be published on the company’s website, if available.

II. Compliance with Section 101(1)

Section 101(1) stipulates that a meeting can be convened on shorter notice with the consent of shareholders holding 95% of the paid-up share capital.

Recipients of the Notice

According to Section 101(3) of the Companies Act, 2013, read with Secretarial Standards 2, the notice must be given to the following entities:

  • Members (including legal representatives of deceased members or assignees if an insolvent member)
  • Statutory auditors
  • Secretarial auditors
  • All directors
  • Debenture trustee (if applicable)

Draft Format of Notice of AGM

Here is a sample format for the Notice of Annual General Meeting:

[Company Name]
[Registered Office Address]NOTICE OF ANNUAL GENERAL MEETINGNotice is hereby given that the …th Annual General Meeting (AGM) of the Members of [Company Name] Private Limited will be held on [Date], [Month], [Year] at 11:00 a.m. at [Venue] to Transact Following Business:### AS ORDINARY BUSINESS
1. To consider, approve, and adopt the Audited Financial Statements of the Company comprising the Balance Sheet as on March 31, 2019, Statement of Profit & Loss and Cash Flow Statement and Notes thereto for the financial year ended on March 31, 2019 together with the Report of the Board of Directors and Auditors’ thereon.2. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
– [Resolution Details]3. To declare dividend of Rs………. for the financial year ended 31st March, 2019.4. To appoint a Director in place of Mr. ……………(DIN: ………….) who retires by rotation and, being eligible, offers himself for re-election.

For and on behalf of the Board of Directors of [Company Name] PRIVATE LIMITED

Place: [Place]
Date: [Date]

Name of Director

Notes for Members’ Attention -Notice of AGM

Accompanying the Notice of AGM, certain notes should be provided to ensure clarity and adherence to procedural formalities:

  1. Appointment of Proxy: Members are entitled to appoint a proxy to attend and vote on their behalf, with certain conditions regarding the number of members a proxy can represent.
  2. Availability of Documents: The register of directors and their shareholding, along with other relevant documents, should be made available for inspection by members at the registered office of the company during specified hours.
  3. Inspection of Proxies: Members have the right to inspect the proxies lodged during the specified period before the meeting, provided adequate notice is given to the company.
  4. Route Map: A route map with prominent landmarks should be annexed to the notice for easy navigation to the venue of the AGM.
  5. Admission Slips: Members/proxies attending the meeting are requested to bring duly filled admission/attendance slips sent along with the notice.
  6. Authorization for Corporate Representatives: Corporate members intending to send authorized representatives should furnish a duly certified copy of the Board Resolution authorizing their representative to attend and vote at the meeting.

Ensuring meticulous compliance with these requirements and guidelines is imperative for the smooth conduct of the Annual General Meeting and to uphold the integrity of corporate governance principles.

Frequently Asked Questions (FAQs)

Here are some common questions regarding the documents required for an Annual General Meeting (AGM):

1. What is an Annual General Meeting (AGM)?

An Annual General Meeting (AGM) is a mandatory meeting held by a company once a year, where shareholders and the board of directors come together to discuss and approve important matters related to the company’s operations and governance.

2. Why is an AGM important?

AGMs are crucial for transparency, accountability, and shareholder engagement. They provide shareholders with an opportunity to review the company’s financial performance, ask questions to the management, and vote on key decisions affecting the company.

3. What documents are required for an AGM?

Several documents are essential for an AGM, including:

  • Notice of AGM
  • Audited Financial Statements
  • Reports of the Board of Directors and Auditors
  • Proxy forms
  • Route map to the venue (if applicable)
  • Admission/attendance slips

4. Who receives the Notice of AGM?

The Notice of AGM must be sent to all members of the company, statutory auditors, secretarial auditors, all directors, and debenture trustees (if applicable), as per the provisions of the Companies Act, 2013.

5. What is the purpose of the Audited Financial Statements?

The Audited Financial Statements provide a comprehensive overview of the company’s financial performance, including the balance sheet, profit & loss statement, and cash flow statement. These statements are crucial for shareholders to assess the company’s financial health and make informed decisions.

6. How can a shareholder appoint a proxy for the AGM?

A shareholder can appoint a proxy to attend and vote on their behalf by filling out the proxy form included with the Notice of AGM and submitting it to the company’s registered office at least forty-eight hours before the commencement of the meeting.

7. Can corporate members send representatives to the AGM?

Yes, corporate members can send authorized representatives to attend and vote at the AGM. However, they must provide a duly certified copy of the Board Resolution authorizing their representative to attend and vote at the meeting.

8. What happens if a shareholder cannot attend the AGM?

If a shareholder cannot attend the AGM in person, they can appoint a proxy to represent them and vote on their behalf. The proxy need not be a member of the company.

9. Are there any specific rules regarding the timing and location of an AGM?

Yes, the AGM must be held during business hours (9 AM to 6 PM) on a day that is not a national holiday. Additionally, the AGM should take place in the same city where the company’s registered office is situated.

10. What happens if the company fails to hold an AGM within the specified timeframe?

Failure to hold an AGM within the stipulated timeframe can result in penalties and legal consequences, including potential dissolution of the company. It is essential for companies to comply with the statutory requirements regarding AGMs to avoid such repercussions.

Author Note: By Noor Siddiqui from – Providing expert insights on corporate governance, compliance, and taxation.