When Newspaper Notice of Postponement Is Required
If the original AGM notice was published in newspapers (mandatory for listed companies under SEBI LODR Regulation 47): the postponement must also be published in the same newspapers. This ensures that shareholders who learned about the AGM from the newspaper advertisement are informed of the change. For unlisted companies: newspaper publication of postponement is required only if the original notice was published in newspapers.
Specimen Newspaper Notice — AGM Postponement
[Illustrative format]
[Company Name]
CIN: [Number] | Regd. Office: [Address] | Website: [URL] | Email: [email]
NOTICE OF POSTPONEMENT OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the [Nth] Annual General Meeting of [Company Name], which was scheduled to be held on [Original Day], [Original Date], 20XX at [Time] at [Venue], as per the Notice dated [Original Notice Date] published in [Newspaper Names] on [Publication Date], stands POSTPONED.
Reason: [Brief reason — "The audited financial statements for the year ended March 31, 20XX have not been finalized" / "Due to unforeseen circumstances" / "The ROC has granted an extension"].
Revised Schedule: The AGM will now be held on [New Day], [New Date], 20XX at [Time] at [Venue/VC]. A fresh Notice of the AGM with the detailed agenda will be issued in due course.
[For listed companies: "The Company has intimated the stock exchanges (BSE/NSE) about the postponement."]
For [Company Name] | [Name] — Company Secretary | [Membership No.] | Place: [City] | Date: [Date]
Publication Requirements
(a) Publish in the SAME newspapers where the original AGM notice was published — 1 English national daily + 1 vernacular daily. (b) Publish BEFORE the original AGM date — members should know about the postponement before the scheduled date. (c) For listed companies: also intimate the stock exchange and upload on the company website. (d) Send individual notice of postponement to all members by the same mode as the original notice (post/email).
Fresh Notice for Rescheduled AGM
When the AGM is rescheduled: a completely FRESH notice must be issued — with full agenda, explanatory statement, proxy form, e-voting details. The fresh notice must comply with the 21 clear days requirement. The original notice stands CANCELLED — it cannot be relied upon for the rescheduled meeting. The fresh notice is also published in newspapers (for listed companies).
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.
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❓ Frequently Asked Questions
Must the postponement notice be in the same newspapers?
YES — publish in the SAME newspapers where the original AGM notice was published. This ensures shareholders who saw the original notice are informed of the change. For listed companies: (1) same English national daily, (2) same vernacular daily. If the original newspapers are not available: publish in newspapers of comparable circulation in the same region. Additionally: upload on company website and intimate stock exchange.
When should the postponement notice be published?
BEFORE the original AGM date — so members know about the postponement before they travel to the venue. Best practice: publish at least 3-5 days before the original date. If the postponement decision is made very close to the AGM date: publish immediately AND send individual notices (email/SMS) to all members. For listed companies: intimate the stock exchange IMMEDIATELY upon the Board's decision to postpone — before the newspaper publication.
Does the original AGM notice remain valid after postponement?
NO — the original notice stands CANCELLED upon postponement. A completely FRESH notice must be issued for the rescheduled AGM — with: full agenda, explanatory statement, proxy form, e-voting details, and cut-off date. The fresh notice must comply with the 21 clear days requirement — the notice period runs AFRESH from the dispatch of the new notice. Members who submitted proxies for the original date must submit fresh proxies for the new date.
What additional compliance is needed for listed companies?
Listed companies must: (1) INTIMATE the stock exchange (BSE/NSE) immediately about the postponement — through BSE Listing Centre/NEAPS, (2) publish in NEWSPAPERS (same as original), (3) upload on COMPANY WEBSITE, (4) send individual notices to ALL members, (5) if the postponement is due to non-finalization of accounts: disclose the REASON to the exchange, (6) if the AGM is delayed beyond September 30: apply for ROC EXTENSION (Section 96(1) proviso). Non-compliance with any of these: SEBI/stock exchange may impose penalties.
Can the AGM be postponed multiple times?
There is no specific prohibition — but repeated postponement raises governance concerns: (1) the AGM must be held within 6 months of FY end (September 30) — ROC extension maximum 3 months (December 31), (2) failure to hold AGM: penalty under Section 99 (Rs. 1 lakh on company + Rs. 50,000 on officers), (3) for listed companies: repeated postponement may trigger SEBI inquiry, stock exchange warnings, and reputational damage, (4) members can apply to NCLT under Section 97 for directions to hold the AGM. Best practice: postpone only once and for genuine reasons — reschedule within the statutory deadline.
