Specimen Minutes of Annual General Meeting — Complete Format with Resolutions 2026

Importance of AGM Minutes

Minutes of the Annual General Meeting are the official record of all decisions taken by shareholders — including adoption of financial statements, declaration of dividend, appointment of directors, and approval of special business. Under Section 118 of the Companies Act, 2013, minutes signed by the Chairman are prima facie evidence of the proceedings. They serve as proof that the company followed due process, resolutions were validly passed, and members had the opportunity to participate and vote. Investors, auditors, banks, regulators, and courts rely on AGM minutes for verification of corporate actions.

Specimen Minutes of AGM — Complete Format

[Illustrative format only — based on ICSI Secretarial Standard SS-2 and Companies Act 2013]

MINUTES OF THE [Nth] ANNUAL GENERAL MEETING of [Company Name], held on [Day], [Date], 20XX at [Time] at [Venue] / through Video Conferencing (VC/OAVM).

Time of Commencement: [Time] | Time of Conclusion: [Time]

Attendance

Directors Present:
1. Mr./Ms. [Name] — Chairman — (in the Chair)
2. Mr./Ms. [Name] — Director and Member
3. Mr./Ms. [Name] — Independent Director and Chairman of Audit Committee
4. Mr./Ms. [Name] — Director

In Attendance:
Mr./Ms. [Name] — Company Secretary
Mr./Ms. [Name], Partner of M/s. [CA Firm], Statutory Auditors
[Number] Members present in person, representing [Number] shares
[Number] Members present by Proxy, representing [Number] shares

1. Chairman

Mr./Ms. [Name], Chairman of the Board, took the Chair as per Article [Number] of the AOA and SS-2 Para 5.1. The Chairman welcomed the Members, Directors, Auditors, and Scrutinizer to the [Nth] Annual General Meeting of the Company.

2. Quorum

The Company Secretary confirmed that the requisite quorum was present under Section 103(1) — being [number] members present in person/by proxy. The Chairman declared the meeting duly constituted and open for business.

3. Notice and Auditor Report

The Chairman noted that the Notice dated [Date] convening the AGM had been duly sent to all Members, Directors, and Auditors. The Chairman informed that the Statutory Auditors' Report on the financial statements for the year ended March 31, 20XX does not contain any qualification, reservation, or adverse remark and the same was read as read.

4. Item 1 — Adoption of Financial Statements (Ordinary Business)

The Chairman placed before the Members the Standalone and Consolidated Financial Statements for the year ended March 31, 20XX, together with the Reports of the Board of Directors and the Auditors thereon. The Chairman provided a brief overview of the Company's performance, highlighting key financial metrics: total revenue of Rs. [Amount], profit after tax of Rs. [Amount], and earnings per share of Rs. [Amount]. After discussion:

RESOLVED THAT the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 20XX, together with the Reports of the Board of Directors and Auditors thereon, be and are hereby received, considered, and adopted.

The resolution was put to vote and declared passed unanimously by show of hands.

5. Item 2 — Declaration of Dividend (Ordinary Business)

RESOLVED THAT a Final Dividend of Rs. [Amount] per equity share (i.e., [X]% on the face value of Rs. [FV] per share) be and is hereby declared for the financial year ended March 31, 20XX, and shall be paid out of the profits of the Company within 30 days from the date of declaration to the Members whose names appear in the Register of Members / records of the Depository as on the Record Date, [Date].

Passed unanimously.

6. Item 3 — Reappointment of Retiring Director (Ordinary Business)

RESOLVED THAT Mr./Ms. [Name] (DIN: [Number]), who retires by rotation under Section 152(6) and, being eligible, offers himself/herself for reappointment, be and is hereby reappointed as a Director of the Company, liable to retire by rotation.

Passed unanimously. Mr./Ms. [Name] abstained from voting on this item.

7. Item 4 — Auditor Remuneration (Ordinary Business)

RESOLVED THAT the remuneration of M/s. [CA Firm Name] (FRN: [Number]), Statutory Auditors, be fixed at Rs. [Amount] per annum plus applicable GST and out-of-pocket expenses at actuals for the financial year 20XX-XX.

Passed unanimously.

8. Item 5 — Appointment of Independent Director (Special Business)

The Explanatory Statement under Section 102 relating to this item was taken as read. After discussion:

RESOLVED THAT pursuant to Sections 149, 150(2), 152, and Schedule IV of the Companies Act, 2013, Mr./Ms. [Name] (DIN: [Number]), who meets the criteria of independence under Section 149(6) and has given a declaration to that effect, be and is hereby appointed as an Independent Director of the Company for a term of 5 consecutive years from [Date] to [Date], not liable to retire by rotation.

Passed as an Ordinary Resolution by show of hands / e-voting. Votes in favor: [Number] ([%]). Votes against: [Number] ([%]).

9. Chairman of Audit Committee

Mr./Ms. [Name], Chairman of the Audit Committee, being present at the AGM, offered to answer any queries related to the Audit Committee's functioning and the audit process, as required under Section 177(8).

10. E-Voting Results

The Chairman announced that the Scrutinizer, Mr./Ms. [CS Name] (FCS/ACS No. [Number]), would submit the consolidated report on e-voting and poll results within 48 hours, and the same would be communicated to the stock exchange (for listed companies) and displayed on the company website.

Conclusion

There being no other business, the Chairman thanked all Members for their participation and declared the meeting concluded at [Time] with a vote of thanks.

Signed:
[Name] — Chairman
Date: [within 30 days of meeting]

Key SS-2 Requirements for AGM Minutes

(a) Minutes must be prepared within 15 days. (b) Signed by Chairman within 30 days (or at the next meeting). (c) Each page consecutively numbered and initialed. (d) For each resolution: record whether passed unanimously or with dissent, and by show of hands, poll, or e-voting. (e) Record e-voting results with vote counts. (f) For listed companies: disclose results to stock exchange within 2 working days. (g) Minutes preserved in Minutes Book permanently — no destruction permitted.

Post-AGM Compliance

(a) File MGT-14 for special resolutions within 30 days. (b) Pay dividend within 30 days (Section 123(5)). (c) File AOC-4 (financial statements) within 30 days of AGM. (d) File MGT-7/MGT-7A (annual return) within 60 days of AGM. (e) File ADT-1 (auditor appointment) within 15 days if new auditor appointed. (f) Listed companies: file results with stock exchange within 2 working days and upload on website.