Twenty-one clear days’ notice is required, and "clear" means excluding the day of despatch and the day of the meeting. Any item of business that is not ordinary business requires an explanatory statement setting out the material facts and the interest of every director and key managerial person in it.
Notice of Annual General Meeting
[COMPANY NAME]
Twenty-one clear days’ notice is required, and "clear" means excluding the day of despatch and the day of the meeting. Any item of business that is not ordinary business requires an explanatory statement setting out the material facts and the interest of every director and key managerial person in it.
[COMPANY NAME]
CIN: [CIN]
Registered office: [ADDRESS]
Email: [EMAIL] Website: [WEBSITE] Telephone: [PHONE]
NOTICE is hereby given that the [NUMBER]th Annual General Meeting of the members of [COMPANY NAME] will be held on [DAY], [DATE] at [TIME] at [FULL ADDRESS OF THE VENUE] [/ through video conferencing or other audio-visual means, the deemed venue being the registered office of the Company], to transact the following business:
Ordinary Business
1.To receive, consider and adopt the financial statements. To receive, consider and adopt the audited financial statements of the Company for the financial year ended [DATE], together with the reports of the Board of Directors and of the Auditors thereon [, and the audited consolidated financial statements for that financial year].
2.To declare a dividend. To declare a dividend of ₹ [AMOUNT] per equity share of ₹ [FACE VALUE] each for the financial year ended [DATE]. [Delete this item where no dividend is recommended.]
3.To appoint a director in place of one retiring by rotation. To appoint a director in place of [NAME] (DIN [DIN]), who retires by rotation at this meeting and, being eligible, offers himself or herself for re-appointment. [Applicable only where the Company has directors liable to retire by rotation.]
4.To appoint the auditors and fix their remuneration. [Include only where an appointment or a change is due; delete where the auditor is continuing within a term already approved.] To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder, [FIRM NAME], Chartered Accountants, bearing firm registration number [FRN], be and are hereby appointed as the Statutory Auditors of the Company for a term of [NUMBER] consecutive years from the conclusion of this Annual General Meeting until the conclusion of the [NUMBER]th Annual General Meeting, at a remuneration of ₹ [AMOUNT] plus applicable taxes and reimbursement of out-of-pocket expenses, as may be agreed between the Board of Directors and the Auditors."
Special Business
5.[DESCRIBE THE ITEM] (for example, appointment of [NAME] as a Director). To consider and, if thought fit, to pass the following resolution as an [Ordinary / Special] Resolution:
"RESOLVED THAT [SET OUT THE FULL TEXT OF THE RESOLUTION. The resolution as passed must be identical to the text set out in this notice — it may not be amended at the meeting in any material respect.]
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things and to execute all such documents as may be necessary or expedient to give effect to this resolution."
6.[DESCRIBE THE ITEM]. To consider and, if thought fit, to pass the following resolution as an [Ordinary / Special] Resolution:
"RESOLVED THAT [FULL TEXT]."
For [COMPANY NAME]
_______________________________
[NAME]
[Company Secretary / Director] [Membership No. / DIN]: [NUMBER]
Place: [PLACE] Date: [DATE]
Notes
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The notice period excludes both the day on which the notice is served and the day of the meeting, and where notice is sent by post, an additional allowance for service applies. Count the days on a calendar before fixing the date. A meeting called on short notice may be held only with the consent of the prescribed proportion of members, given in writing or electronically, and that consent must be obtained before the meeting and filed.
Notice must go to every member, to every director, to the auditors, and to the legal representative of a deceased member and the assignee of an insolvent member. Omitting the auditors is a surprisingly common defect. Accidental omission to give notice to, or non-receipt by, an entitled person does not invalidate the proceedings, but deliberate or systematic omission is a different matter.
An annual general meeting must be held within the period prescribed after the close of the financial year, the first such meeting within a longer period from the end of the first financial year, and the gap between two annual general meetings may not exceed the prescribed maximum. All three constraints apply simultaneously. Where the meeting cannot be held in time, apply to the Registrar for an extension before the due date, not after it.
Only four categories of business are ordinary business at an annual general meeting: adoption of the financial statements and reports, declaration of dividend, appointment of directors in place of those retiring, and appointment of and fixing the remuneration of the auditors. Everything else is special business and requires an explanatory statement. At any general meeting other than the annual general meeting, all business is special business.
The statement must set out all material facts concerning each item of special business and the nature of the concern or interest, financial or otherwise, of every director, key managerial person and their relatives. Where no one is interested, say so expressly — silence is a defect, not a neutral answer. A resolution passed on a defective explanatory statement is open to challenge.
The resolution passed must be the resolution set out in the notice. Members cannot amend a special resolution at the meeting in any material respect, and amending an ordinary resolution beyond the scope of the notice is equally problematic, because members who chose not to attend did so on the basis of the text circulated. If the text needs to change, issue a fresh notice.
The right to appoint a proxy attaches to a meeting at which members attend in person. Where a general meeting is held through audio-visual means under the framework permitting it, the proxy facility is generally not available and the notice must say so. Do not annex a proxy form to a notice for a virtual meeting without checking the current position.
The proxy form must be deposited not less than forty-eight hours before the meeting, must bear the prescribed revenue stamp, and a single person may act as proxy for only a limited number of members holding a limited proportion of the capital. A proxy may not speak at the meeting and may vote only on a poll, not on a show of hands. Members frequently assume otherwise.
A body corporate attends through an authorised representative appointed by a board resolution, and that representative has the same rights as a member, including the right to speak and to vote on a show of hands. This is different from a proxy and the certified board resolution must be lodged before the meeting.
Special resolutions, and certain ordinary resolutions, must be filed with the Registrar in the prescribed form within the period prescribed. Where a resolution requiring filing is passed and not filed, the underlying action — an allotment, a change of name, an amendment to the articles — remains vulnerable. Diarise the filing on the day of the meeting.
Minutes of the general meeting must be entered in a minute book maintained for general meetings, separate from the Board minute book, within the period prescribed, and signed by the chairperson of the meeting or, failing that, by a director authorised by the Board. Retain the attendance slips, proxy forms, poll papers and scrutineer’s report with the record.
Reflects Indian law and secretarial practice current as of {{DATE OF USE}}. Notice periods, the framework for virtual meetings, e-voting requirements, proxy limits and filing timelines all change — confirm the current position with a company secretary before issuing the notice.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, company secretary, or chartered accountant as relevant) before you rely on it.