Notice of Annual General Meeting (AGM) — Format
A ready notice of AGM for a company, with the ordinary and special business, the Section 102 explanatory statement, and the proxy and e-voting notes. Download the editable Word file or the fillable PDF. Format under the Companies Act, 2013.
When and how notice is given
An AGM is called by a notice given to every member, director and auditor at least 21 clear days before the meeting (Section 101) — “clear days” excludes the day of service and the day of the meeting, and for notice by post it is treated as served 48 hours after posting. Shorter notice is valid only with the consent of members holding at least 95% of the voting rights. The notice states the day, date, time and venue (or the VC-OAVM details), the ordinary and special business, and is accompanied by the explanatory statement for any special business.
What the notice must contain
- Serial (AGM) number, day, date, time and full venue address, or the VC-OAVM joining details.
- Ordinary business: adoption of financial statements and reports; declaration of dividend; appointment of a director retiring by rotation; and, where the auditor’s term is ending, re-appointment of the auditor.
- Special business: each item with the resolution text and a Section 102 explanatory statement disclosing the material facts and the concern or interest of directors, KMP and their relatives.
- Proxy note (Form MGT-11, deposited 48 hours before; proxy need not be a member).
- Remote e-voting details, for a listed company or a company with 1,000 or more members (Section 108).
Related templates & tools
Notice of AGM – FAQs
How many days’ notice is required for an AGM?
At least 21 clear days, excluding the day of service and the day of the meeting (Section 101). Shorter notice needs consent of members holding 95% of the voting rights.
What is the difference between ordinary and special business?
Ordinary business covers accounts, dividend, retiring directors and auditor; everything else is special business and needs a Section 102 explanatory statement.
Is an explanatory statement always required?
Yes, for every item of special business. It must disclose the material facts and the concern or interest of directors, KMP and their relatives (Section 102).
Who must be given e-voting?
Every listed company and every company with 1,000 or more members must provide remote e-voting under Section 108, and the notice must give the details.
Can the AGM be held online?
AGMs through VC-OAVM are currently permitted under an MCA general circular; for a wholly virtual meeting, physical attendance and proxies do not apply. Confirm the current position.
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Format current as of July 2026. General information only, not legal advice.
