Since, every company is required as per section 96 to hold its Annual General Meeting within 6 months of closure of its accounts except in case of newly formed companies. For conducting the Annual General Meeting, a notice under Section 101 of Companies is required to be sent to all the members of the company where in all provisions of Section 101(2) need to be taken care of.
Some basic points to be considered before sending of Notice of Annual General Meeting are:
I. As per Section 96(2)
(i) A Notice is required to be sent by hand delivery/ email / ordinary post/ speed post / registered post / courier / fax.
(ii) If notice is sent via e-mail, the proof of deliver by taking print outs of mail need to be kept in record
(iii) AGM to be called during business hours (9AM to 6PM) except National Holiday (2ndOct, 15th Aug, 26th Jan), in the same city where the Registered Office is situated.
(iv) AGM Notice with Documents mentioned above to be sent 21 clear days in advance of meeting. The date of sending notice and date of AGM shall be considered separately. However If Notice is sent by post/ courier, 2 days extra need to be considered.
(vi) AGM notice also need to be publish over the website of the company, if any
(vii) As per Section 101(1), Meeting can be convened on a shorter notice with consent of the shareholders holding 95% paid up share capital
As per Section 101(3) of Companies Act, 2013 read with Secretarial Standards 2, Notice shall be given to:
- Members, (legal representative of deceased member or assignee if an insolvent member)
- Statutory auditors
- Secretarial auditors
- All directors
- Debenture trustee (if any)
HERE, IS THE DRAFT FORMAT OF NOTICE OF AGM
Notice is hereby given that the ….th Annual General Meeting (AGM) of the Members of …………………………… Private Limited will be held on ….day, ….th September, 2019 at 11:00 a.m.at ………………………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:
(When Auditors already appointed for 5 years)
“RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, the members hereby take note the appointment of M/s …………. & Associates, Chartered Accountants, as Auditors of the Company who were appointed as Statutory Auditor of the company from the conclusion of AGM held in 2018 till the conclusion of AGM of the Company to be held in the year 2023, at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors on yearly basis”.
(When Auditors has to be appointed in the AGM for 5 years)
“RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, the approval of members is hereby accorded to appoint M/s ……………. & Associates, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting (AGM) till the conclusion of the AGM of the Company to be held in the year 2024, at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors”.
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
………………………. PRIVATE LIMITED
Name of Director
NOTES FOR MEMBERS’ ATTENTION:
1. A member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. The instrument appointing the proxy should, however, be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the Meeting.
A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.
2. The Register of Directors and their shareholding, maintained u/s 170 of the Companies Act, 2013 and Register of Contracts or Arrangements in which Directors are interested maintained u/s 189 of the Companies Act, 2013 and all other documents referred to in the notice and explanatory statement, will be available for inspection by the members of the Company at Registered office of the Company during business hours 10:00 A.M. to 06:00 P.M. (except Saturday and Sunday) up to the date of Annual General Meeting and will also be available during the Annual General Meeting.
3. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than three days of notice in writing is given to the Company.
4. A Route Map along with Prominent Landmark for easy location to reach the venue of Annual General Meeting is annexed with the notice of Annual General Meeting.
5. Members/proxies attending the meeting are requested to bring their duly filled admission/ attendance slips sent along with the notice of annual general meeting at the meeting.
6. Corporate members intending to send their authorised representatives to attend the meeting are advised to send a duly certified copy of the Board Resolution authorizing their representative to attend and vote at the meeting