Minutes of AGM — Format (Section 118, SS-2)
A ready format for the minutes of the Annual General Meeting under Section 118 of the Companies Act, 2013 and Secretarial Standard SS-2, covering the ordinary business (accounts, dividend, retiring director, auditor) and any special business. Download the editable Word file or the fillable PDF.
Ordinary and special business
The ordinary business at an AGM, under Section 102(2), is limited to four matters. Everything else is special business and requires an explanatory statement under Section 102 annexed to the notice.
| Ordinary business | Resolution |
|---|---|
| Financial statements | Adoption of the audited financial statements and the Board’s and Auditors’ reports. |
| Dividend | Declaration of dividend (if recommended by the Board). |
| Retiring director | Re-appointment of a director retiring by rotation. |
| Auditors | Appointment of auditors and fixing their remuneration (no annual ratification). |
Quorum and signing
For a private company, the quorum for a general meeting is two members personally present under Section 103, unless the Articles require more. Under SS-2 the minutes are entered within 30 days of the meeting, the pages are consecutively numbered, and the Chairman initials each page and signs the minutes within 30 days. The minutes book is kept at the registered office and is open to members’ inspection.
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AGM Minutes – FAQs
What is the ordinary business at an AGM?
Adoption of the financial statements and reports, declaration of dividend, appointment of directors retiring by rotation, and appointment of auditors and their remuneration — under Section 102(2).
What is the quorum for a private company AGM?
Two members personally present, under Section 103, unless the Articles require a larger number.
When must AGM minutes be signed?
The minutes are entered and signed by the Chairman within 30 days of the meeting, with pages consecutively numbered, under Secretarial Standard SS-2.
Is special business recorded in the minutes?
Yes. Any business beyond the four ordinary items is special business, supported by an explanatory statement under Section 102, and is recorded as a separate resolution in the minutes.
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Format current as of July 2026. General information only, not legal advice.