Format of Notice of Annual General Meeting (AGM) of Company

The notice of Annual General Meeting can have various items of business to be taken up for consideration / approval / ratification by the shareholders of a company.

Refer Section 96 of the Companies Act, 2013 regarding the provisions on Annual General Meeting.

Following is a sample of such notice of Annual General Meeting (AGM) having few of such items which mostly come for consideration and approval as per the regular practice.

TEMPLATE

Notice of Annual General Meeting (AGM)
.................................. Limited
CIN: .............................
Registered Office: .................................................
Tel: ................... Email: ..................... Website: .......................

NOTICE is hereby given that the ...th Annual General Meeting of the members of ......................... Limited will be held on .......day, the ...th day of (month, year), at (time) a.m./p.m. at (Full Address of the Venue ) 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 March 31, 20XX and the reports of the Board of Directors and the Auditors thereon.

2. To confirm interim equity dividend declared for the financial year 20XX-20XX and to approve final equity dividend for the financial year 20XX-20XX.

3. To appoint a director in place of Mr. ..................., Director (DIN: ...............) who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint a director in place of Ms. ................., Director (DIN: ...............) who retires by rotation and being eligible, offers herself for re-appointment.

5. To appoint M/s. .......................... as Statutory Auditors

“RESOLVED THAT pursuant to the provisions of section 139, 142 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, including the amendments thereto for the time being in force, M/s. ................... & Associates, Chartered Accountants (ICAI FRN: ...............), be and is hereby appointed as Statutory Auditors of the company on the recommendation of the Board and the Audit Committee, to hold office for a period of five consecutive years commencing from the financial year 20XX-XX, on a remuneration as may be determined by the Managing Director in consultation with the Auditors and that such remuneration be paid on a progressive billing basis.”


SPECIAL BUSINESS:

6. To consider and if thought fit to pass, with or without modification, the following resolution as an Ordinary Resolution:

“RESOLVED THAT Mr. .................., who was appointed on (Date) as an Additional Director of the company and holds office upto the date of this Annual General Meeting under Section 161 of the Companies Act, 2013 and in respect of whom the company has received a notice in writing from a member proposing his candidature for the office of the Director, be and is hereby appointed as a Non-Executive Director of the company, whose period of office will be liable to determination by retirement of directors by rotation.”


                                By Order of the Board of Directors
                                For ......................... Limited
                                     S/d-
Place: ..............       (Name of the Person)
Date:..................     (Designation)


NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING A PROXY, SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A FORMAT OF PROXY IS ENCLOSED HEREWITH.

2. Members/Proxies for Members should bring the duly filled-in and signed attendance slip for attending the meeting. A format of the attendance slip is enclosed herewith.

3. The Register of Directors Shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the meeting.

4. The Register of Contracts, maintained under Section 189 of the Companies Act, 2013 and all documents as mentioned in the resolutions and or explanatory statement will be available for inspection by the members at the registered office of the company.

5. The Register of Members and Share Transfer Books of the Company will remain closed from (Date) to (Date) (both days inclusive).

6. Subject to the provisions of Section 126 of the Companies Act, 2013 dividend as recommended by the Board of Directors of the Company, if declared at the meeting, will be payable on or after (Date) to those members whose name appear on the Register of Members as on the record date / cut off date on (Date).

7. Members holding shares in physical form are requested to notify the change in their address to the Registrar Share Transfer Agent, M/s. .................., (address). Members should quote their folio numbers in the correspondence.

8. The AGM Notice along with the Annual Report for 20XX-XX is also being forwarded by electronic mediums to those members whose email addresses are registered with the company and depositories in case of demat holding, unless any member has requested for a physical copy of the same. For members who have not registered their email addresses, physical copies are being sent by the permitted mode.

9. Members will not be distributed any gift, compliment or kinds of such nature at the AGM.

10. The route map to the venue of the AGM is included at the end part of this notice for ease in finding the venue.

11. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the Special Business is annexed.

12. A copy of the AGM notice along with the Annual Report is also hosted on the website of the Company at .........................


ANNEXURE TO THE NOTICE

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item No. ...

Mr. ................ was appointed as an Additional Director of the company with effect from (Date) pursuant to the provisions of Section 161 of the Companies Act, 2013 read with Article .... of the Articles of Association of the company.

Mr. ..................... holds office of the Director up to the date of the ...the Annual General Meeting. The company has received notice in writing from a member along with the requisite deposit proposing the candidature of Mr. ................... for the office of Director of the company as per the provisions of Section 160 of the Companies Act, 2013.

In the board meeting held on (Date), the board of directors has approved the regularisation of the appointment of Mr. ..................... as a Director of the company.

The Board accordingly recommends the resolution as set out in Item no. .... of the Notice for approval of the members. 

None of the Directors of the company other than Mr. .......................... is interested or concerned in the resolution.