Acknowledgement of AGM Notice explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
An annual general meeting (AGM) is called by clear twenty-one days' notice, but section 101(1) lets the company hold it at shorter notice if enough members consent in writing or by electronic mode. This article gives three formats: an acknowledgement of receipt of the notice and documents, a member's consent to shorter notice, and the same consent signed for a body corporate member. The company secretary or a director sends them with the notice, and each member (or the member's authorised representative) signs and returns them. For the full notice-and-consent set prepared for you, see our compliance documentation service.
This article is read as per the Companies Act, 2013 in the Ministry's consolidated text (last updated 29 July 2022), and the Rules as consolidated in the Ministry's e-book, consulted on 3 October 2026. Later amendments should be checked. Private companies have exemptions from some provisions by notification under section 462; check whether one applies.
An AGM may be called at shorter notice if consent in writing or by electronic mode is given by not less than ninety-five per cent of the members entitled to vote (proviso to section 101(1)(i)). The financial statements and documents have their own shorter-period route in section 136(1): agreement by a majority in number of members entitled to vote who represent not less than ninety-five per cent of the voting paid-up share capital. SS-2 says the request for consent goes with the notice and the meeting is held only if the consent is received before the time fixed for the meeting.
When you need it and the legal basis
| Provision | What it says | Where the format uses it |
|---|---|---|
| Section 101(1) | Notice of not less than clear twenty-one days, in writing or by electronic mode as prescribed. | The normal period against which "shorter" is measured. |
| Proviso to section 101(1) | Shorter notice is valid if consent, in writing or by electronic mode, is given: for an AGM, by not less than ninety-five per cent of the members entitled to vote; for any other general meeting, by a majority in number of members entitled to vote who hold not less than ninety-five per cent of the voting paid-up capital (or ninety-five per cent of the voting power where there is no share capital). | Formats (b) and (c). |
| Second proviso to section 101(1) | A member who votes on only some resolutions counts only for those resolutions. | Note in the consent. |
| Section 101(2) | The notice states place, date, day and hour and the business. | The consent should refer to the notice. |
| Section 101(3) and (4) | Notice goes to every member, the legal representative of a deceased member or assignee of an insolvent member, the auditors and every director; accidental omission or non-receipt does not invalidate the meeting. | Acknowledgement, format (a). |
| Section 20 | A document may be served on a member by post, registered post, speed post, courier or delivery, or by electronic or other prescribed mode; a member may ask for a particular mode. | How the papers reach the member. |
| Section 136(1) and its first proviso | Financial statements, auditor's report and annexed documents go to every member not less than twenty-one days before the meeting; they are deemed duly sent if less than twenty-one days before, where members agree as the proviso describes (majority in number and ninety-five per cent of the voting paid-up share capital, or ninety-five per cent of the voting power). | Documents-period paragraph of the consent. |
| Rule 18, Management and Administration Rules | Notice by electronic mode: sent to the member's registered e-mail address, subject line naming the company, type of meeting, place and date; the company keeps a record of sending as "proof of sending"; the notice is placed on the company's website, if any, and on the website the Central Government notifies. | Electronic acknowledgement. |
| SS-2 paragraph 1.2.7 | Notice and accompanying documents at shorter period if requisite consent is received, in writing by physical or electronic means; the request for consent goes with the notice; the meeting is held only if the consent is received before the time fixed for it; a private company obtains the numbers stated there unless its articles provide otherwise; proxy provisions are complied with unless all members entitled to vote consent to the meeting at shorter notice. SS-2 is mandatory under section 118(10). | Whole structure of the formats. |
Two tests, not one. The Act states the consent for the notice as ninety-five per cent of members entitled to vote at an AGM, without the "majority in number" language that appears in the other limb. The test for the financial statements in section 136(1) is different: a majority in number and ninety-five per cent of the voting paid-up share capital. Obtain both if the documents are also going out on shorter notice, and keep the tally for each.
The format
(a) Acknowledgement of receipt of the notice and documents
CIN:
Registered office:ACKNOWLEDGEMENT
To: The Board of Directors / The Company Secretary
I / We, , holder of equity shares (folio number / DP ID and client ID ) of , acknowledge receipt on of the notice dated of the annual general meeting of the Company to be held on , at at , together with the explanatory statement, the financial statements for the year ended , the Board's report and the auditor's report .
The documents were received by ].
Name:
Date: Place:
(b) Consent of a member to holding the annual general meeting at shorter notice
CIN:CONSENT TO SHORTER NOTICE
To: The Board of Directors,
I / We, , holder of equity shares (folio number ), a member entitled to vote at the annual general meeting of the Company, refer to the notice dated convening the annual general meeting on , at at .
The notice and the accompanying documents have been given to me / us on , which is less than clear twenty-one days before the meeting.
In accordance with the proviso to section 101(1) of the Companies Act, 2013, I / we give my / our consent to the annual general meeting being held on the date and time stated above at a shorter notice than twenty-one days.
of the notice only.]
This consent is given in writing and is to be received by the Company before the time fixed for the meeting.
Name:
Date: Place:
(c) Consent signed for a body corporate member
To: The Board of Directors,
We, , holder of equity shares (folio number ) in and a member entitled to vote at its annual general meeting, give our consent under the proviso to section 101(1) of the Companies Act, 2013 to the annual general meeting of being held on , at at at a shorter notice than twenty-one clear days.
This consent is signed by , , who is authorised for the purpose by the resolution of our Board of Directors dated , a certified copy of which is enclosed. , a copy of which is enclosed.]
For
Name: Designation:
Date: Place:
How to fill it
| Placeholder | What goes in | Source or check |
|---|---|---|
| Date of receipt | The actual date the member got the notice, not the date it was sent | Proof of sending and delivery kept under section 20 and rule 18 |
| Mode of receipt | Post, speed post, courier, hand, or e-mail | Section 20; rule 18 for e-mail |
| Folio number, shares held | As on the register of members | Register of members |
| Resolutions for which the member votes | Only those the member is entitled to vote on | Second proviso to section 101(1) |
| Authority of the signer for a body corporate | Board resolution or power of attorney | Section 113 and our format for the Board resolution authorising a representative |
| Consent tally | Number of members, per cent of voting shares or voting power consenting | Company's own tally sheet (table below) |
A simple tally sheet outside the format:
| Member | Folio number | Shares held | Per cent of voting shares | Consent received (date and mode) |
|---|---|---|---|---|
| Total |
Common mistakes
- Sending the consent request after the notice. SS-2 paragraph 1.2.7 says the request is sent together with the notice.
- Holding the meeting before the consents reach the company. They must be received before the time fixed for it.
- Counting members who cannot vote on a resolution toward the consent for that resolution. The second proviso to section 101(1) limits them to the resolutions on which they can vote.
- Treating the consent for the notice as covering the financial statements. Section 136(1) has its own agreement for the documents.
- Forgetting the proxy provisions where not every member entitled to vote has consented, as SS-2 requires.
- Accepting a body corporate's consent without proof of the signer's authority.
Signing, filing and time limit
Who signs. The member signs the acknowledgement and the consent; for a body corporate, the person authorised by its board resolution or power of attorney; the company secretary or a director sends the request.
Time limit. The consent has to be in the company's hands before the time fixed for the meeting (SS-2 paragraph 1.2.7). Section 101 prints no other time limit for the consent.
Form and filing. The sources used print no form for the acknowledgement or the consent, and no filing of the consents with the Registrar. Keep them with the minutes and proof of sending.
Need help with a notice at shorter notice?
Calling an AGM at shorter notice means collecting the right consents, counting them correctly and keeping the evidence in order. Our compliance documentation team can prepare the notice, the consent set and the tally for your company.
Key takeaways
- Section 101's proviso allows an AGM on shorter notice with ninety-five per cent consent of the members entitled to vote.
- The documents need their own agreement under section 136(1).
- Send the request with the notice and receive consents before the meeting.
- A body corporate member signs through an authorised person.
- No form or filing is printed in the sources used.
Read next
- Shorter notice for a board meeting and a general meeting
- AGM notice format
- Board meeting agenda before the AGM
- List of directors and list of shareholders formats
Disclaimer: Based on the Companies Act, 2013 in the Ministry of Corporate Affairs consolidated text (last updated 29 July 2022), the Rules as consolidated in the Ministry's e-book and the other official texts named in this article, as consulted on 3 October 2026. Later amendments, notifications, circulars, forms and fees should be checked. Formats are general drafts to be adapted to the company's articles and facts. This article is general information, not legal advice; check the official text before acting.