What Is a Notice of AGM?
A Notice of Annual General Meeting (AGM) is a formal written communication sent by the company to all its members (shareholders) informing them about the date, time, venue, and agenda of the AGM. Under Section 101 of the Companies Act, 2013, every company must give at least 21 clear days' notice (excluding the date of sending and the date of the meeting) to all members, directors, and auditors. The notice must contain the business to be transacted — categorized as Ordinary Business and Special Business — and must be accompanied by an Explanatory Statement under Section 102 for all items of special business.
The AGM is the most important annual gathering of shareholders where they approve the financial statements, declare dividends, appoint/reappoint directors retiring by rotation, and appoint/fix remuneration of auditors. Listed companies must also comply with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for AGM notices.
Legal Requirements for AGM Notice
Section 101 — Notice of Meeting: At least 21 clear days' notice must be given to every member, legal representative of deceased member, auditor of the company, and every director. The notice can be sent by: (a) post (registered or speed post), (b) courier, (c) email to the registered email address, (d) any electronic mode. A shorter notice is valid if consent is given by at least 95% of members entitled to vote (Section 101(1) proviso).
Section 102 — Explanatory Statement: For every item of special business, the notice must be accompanied by a statement setting out all material facts, nature of concern or interest of every director/manager/KMP, and any other information necessary for members to understand the item. The statement must disclose the nature of interest of any promoter or director in the resolution. Non-disclosure of material facts renders the resolution voidable.
Section 96 — Time and Place of AGM: Every company must hold its AGM within 6 months of the close of the financial year (for March FY companies: by September 30). First AGM must be held within 9 months from closure of the first financial year. The AGM must be held during business hours (9 AM to 6 PM) on a day that is not a National Holiday, at the registered office or at any place within the city/town/village where the registered office is situated.
MCA Circular 2025 — VC/OAVM: MCA General Circular No. 03/2025 clarified that companies may hold AGMs through Video Conferencing or Other Audio-Visual Means (OAVM). Listed companies must provide both physical and VC/OAVM option. The notice must specify the VC link, login credentials, and e-voting facility details.
Specimen Notice of AGM — Complete Format
[Illustrative format only — based on ICSI Secretarial Standards and Companies Act provisions. Adapt to your company's requirements.]
[Company Name]
CIN: [Corporate Identity Number]
Registered Office: [Full Address]
Email: [email] | Tel: [number] | Website: [URL]
NOTICE OF [Nth] ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the [Nth] Annual General Meeting of the Members of [Company Name] will be held on [Day], the [Date], 20XX, at [Time] AM/PM at [Venue Address] / through Video Conferencing (VC) / Other Audio-Visual Means (OAVM), to transact the following business:
Ordinary Business
Item No. 1 — Adoption of Financial Statements: To receive, consider, and adopt 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 the Auditors thereon.
Item No. 2 — Declaration of Dividend: To declare a Final Dividend of Rs. [Amount] per equity share (i.e., [X]% on the face value of Rs. [FV] per share) for the financial year ended March 31, 20XX.
Item No. 3 — Reappointment of Retiring Director: To appoint a Director in place of Mr./Ms. [Name] (DIN: [Number]), who retires by rotation under Section 152(6) and, being eligible, offers himself/herself for reappointment.
Item No. 4 — Auditor Remuneration: To ratify/fix the remuneration of M/s. [Audit Firm Name], Chartered Accountants (FRN: [Number]), Statutory Auditors of the Company, at Rs. [Amount] per annum plus applicable GST and out-of-pocket expenses at actuals.
Special Business
Item No. 5 — Appointment of Additional Director as Director: To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to Sections 152 and 161 of the Companies Act, 2013, Mr./Ms. [Name] (DIN: [Number]), who was appointed as an Additional Director with effect from [Date] and who holds office up to the date of this AGM, and in respect of whom the Company has received a notice under Section 160 from a member proposing his/her candidature, be and is hereby appointed as a Director of the Company, liable to retire by rotation."
Notes to Members
1. A Member entitled to attend and vote at the Meeting is entitled to appoint a Proxy to attend and vote on a poll instead of himself/herself. The Proxy need not be a Member of the Company. Proxies must be deposited at the Registered Office not less than 48 hours before the meeting.
2. A person can act as proxy for Members not exceeding 50 and holding in aggregate not more than 10% of total voting capital. A Member holding more than 10% may appoint a single person as proxy.
3. Corporate Members are requested to send a certified copy of the Board Resolution under Section 113 authorizing their representative to attend and vote.
4. The Register of Members and Share Transfer Books will remain closed from [Date] to [Date] (both days inclusive) for the purpose of AGM and dividend.
5. Dividend, if declared, will be paid within 30 days to Members whose names appear in the Register of Members / depository records as on the Record Date [Date].
6. Members holding shares in physical form are advised to dematerialize their shareholding. MCA has mandated demat for all private companies effective from a prescribed date.
7. E-Voting: The Company has engaged [NSDL/CDSL/KFintech] for providing e-voting facility. The e-voting period begins on [Date] at [Time] and ends on [Date] at [Time]. Members may cast their vote electronically during this period. The Scrutinizer, Mr./Ms. [CS Name] (FCS/ACS No.), will submit the report to the Chairman within 48 hours of the meeting.
8. Unclaimed Dividend: Members who have not claimed dividends for 7 consecutive years are informed that such amounts have been transferred to the Investor Education and Protection Fund (IEPF) under Section 124-125. Claims may be made from IEPF by filing Form IEPF-5.
Explanatory Statement Under Section 102
The Explanatory Statement must accompany every AGM notice and cover all items of Special Business. It must disclose: (a) nature of concern or interest of every director, manager, KMP, and their relatives, (b) all material facts including financial impact, (c) the reason why the resolution is being proposed, (d) for director appointments: brief profile, qualifications, experience, other directorships, committee memberships, and shareholding.
For listed companies, SEBI LODR Regulation 36 requires additional disclosures in the AGM notice: director's profile, expertise, relationships with other directors, last drawn remuneration, number of Board/Committee meetings attended, and terms of appointment.
Key Updates for 2025-26
(a) Small Company Threshold Increased: MCA Notification G.S.R. 880(E) dated December 1, 2025 increased the small company threshold to Rs. 10 crore paid-up capital and Rs. 100 crore turnover — small companies can file abridged annual return (MGT-7A). (b) DIR-3 KYC — Now Once in 3 Years: MCA amended Rule 12A effective March 31, 2026 — annual KYC replaced with KYC once every three years. (c) VC/OAVM for AGM: Permanently allowed under MCA Circular No. 03/2025 — companies may conduct AGM through VC with proper e-voting facility. (d) MCA V3 Portal: All forms (AOC-4, MGT-7, ADT-1) migrated to V3 portal — DSC compatibility and business user registration required. (e) Companies Compliance Facilitation Scheme, 2026: General Circular No. 01/2026 — allows companies to file pending annual returns and financial statements with relaxed additional fees.
Secretarial Standard SS-2 Compliance
Secretarial Standard on General Meetings (SS-2), issued by ICSI and effective from October 1, 2017, prescribes detailed requirements for AGM notices: (a) notice must specify the nature of meeting (AGM/EGM), (b) day, date, time, and full address of venue, (c) serial numbering of each item of business, (d) each item of special business must be in the form of a resolution, (e) notes to members covering proxy, e-voting, record date, book closure, and inspection rights, (f) route map to venue (for physical meetings), (g) specimen proxy form and attendance slip must accompany the notice.
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