Drafting Agenda for AGM explained: this guide covers what Drafting Agenda for AGM 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.
AGM Agenda — Ordinary vs Special Business
Under Section 102(2) of the Companies Act, 2013: at an AGM, all business OTHER than the following four items is special business: (a) adoption of financial statements, Board's Report, and Auditor's Report, (b) declaration of dividend, (c) reappointment of directors retiring by rotation, (d) appointment and remuneration of auditors. These four items constitute ordinary business — everything else (director appointments, RPT approval, borrowing limits, capital increases, ESOP grants) is special business requiring an explanatory statement under Section 102.
Specimen AGM Agenda — Complete Format
— Annual General Meeting
Date: | Time: | Venue: / VC Platform:
ORDINARY BUSINESS
Item 1 — Adoption of Financial Statements: To receive, consider, and adopt: (a) the Audited Financial Statements (Standalone and Consolidated) for FY ended March 31, 20XX, (b) the Board of Directors' Report, and (c) the Auditor's Report thereon.
Item 2 — Declaration of Dividend: To declare a final dividend of Rs. per equity share of Rs. each (i.e., %) for FY 20XX-XX.
Item 3 — Reappointment of Retiring Director: To appoint (DIN: ), who retires by rotation and being eligible, offers himself/herself for reappointment.
Item 4 — Auditor's Remuneration: To authorize the Board to fix the remuneration of M/s , Chartered Accountants (FRN: ), Statutory Auditors of the Company.
SPECIAL BUSINESS
Item 5 — Appointment of Independent Director (Ordinary Resolution): To appoint (DIN: ) as an Independent Director for a term of 5 consecutive years from to .
Item 6 — Approval of Related Party Transactions (Ordinary Resolution): To ratify/approve material RPTs with for FY 20XX-XX exceeding the threshold under Section 188.
Item 7 — Increase in Borrowing Limits (Special Resolution): To increase the borrowing limits under Section 180(1)(c) from Rs. to Rs. .
Item 8 — Alteration of AOA (Special Resolution): To alter Article of the Articles of Association to .
Explanatory Statement — Section 102
For EACH special business item: an Explanatory Statement must be annexed to the notice. Content: (a) all material facts, (b) nature of interest of directors/KMP, (c) financial impact, (d) for director appointments: full profile (qualifications, experience, other directorships, DIN, terms), (e) Board/Committee recommendation. Penalty for non-disclosure: Rs. 50,000 or 5x undisclosed interest (Section 102(5)).
Resolution Types at AGM
| Business Item | Resolution Type | Section |
|---|---|---|
| Financial statements adoption | Ordinary | Section 134 |
| Dividend declaration | Ordinary | Section 123 |
| Retiring director reappointment | Ordinary | Section 152(6) |
| Auditor remuneration | Ordinary | Section 142 |
| Independent director appointment | Ordinary/Special | Section 149/150 |
| RPT approval (material) | Ordinary | Section 188 |
| Borrowing limits increase | Special | Section 180(1)(c) |
| AOA alteration | Special | Section 14 |
| Private placement | Special | Section 42 |
| Change of company name | Special | Section 13 |
Best Practices
(a) List ordinary business FIRST, then special business — standard convention. (b) Each item should include the RESOLUTION TEXT in the notice — "RESOLVED THAT..." (c) Special business items MUST have explanatory statement. (d) Number items sequentially. (e) For listed companies: identify which resolutions require e-voting, which are ordinary vs special. (f) Include notes to members — proxy rights, e-voting instructions, cut-off date, book closure, record date.
Disclaimer: This article is for informational purposes only and does not constitute legal or professional advice. While every effort has been made to ensure accuracy based on the latest laws and amendments, readers should consult a qualified professional before acting on any information provided. For expert assistance, contact us.