AGM Notice Format — Section 101 Compliant Template
NOTICE OF THE {{agm_number}} ANNUAL GENERAL MEETING
{{company_name}}
CIN: {{cin}} | Registered Office: {{registered_office}}
NOTICE is hereby given that the {{agm_number}} Annual General Meeting of the members of {{company_name}} will be held on {{meeting_date}} at {{agm_time}} at {{meeting_place}}, to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the audited financial statements of the company for the financial year ended {{financial_year}}, together with the reports of the Board of Directors and the Auditors thereon.
2. To declare a dividend of ₹ ____________ per equity share for the financial year ended {{financial_year}}. [Delete if no dividend is recommended.]
3. To appoint a director in place of (DIN: ), who retires by rotation and, being eligible, offers himself/herself for re-appointment. [Applicable to public companies — Section 152(6); delete for a private company whose articles do not provide for retirement by rotation.]
4. To appoint the statutory auditors and fix their remuneration: "RESOLVED THAT pursuant to Section 139(1) of the Companies Act, 2013, M/s ____________, Chartered Accountants (FRN: ____________), be and are hereby appointed as Statutory Auditors of the company to hold office from the conclusion of this Annual General Meeting until the conclusion of the sixth Annual General Meeting thereafter, at such remuneration as may be fixed by the Board." [Include this item only in the year an appointment or re-appointment falls due. Annual ratification of the auditors' appointment is no longer required — the ratification proviso to Section 139(1) was omitted w.e.f. 07-05-2018 — so in intervening years the auditor item drops out of ordinary business altogether.]
SPECIAL BUSINESS
5. To consider and, if thought fit, to pass the following resolution as an Ordinary / Special Resolution: "RESOLVED THAT ____________ [operative text]." [Delete this section if there is no special business.]
By order of the Board
For {{company_name}}
_______________________________
{{chairman_name}}
Director / Company Secretary
DIN / Membership No.: ____________
Place: __________________
Date: 30 July 2026
NOTES
- A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/herself, and the proxy need not be a member of the company. The instrument of proxy, in Form MGT-11, must be deposited at the registered office of the company not less than 48 hours before the commencement of the meeting.
- A person can act as proxy on behalf of not more than 50 members and holding in aggregate not more than 10% of the total share capital of the company carrying voting rights; a member holding more than 10% may appoint a single person as proxy, who shall not act as proxy for any other person or member.
- This notice is given not less than 21 clear days before the meeting as required by Section 101(1) of the Companies Act, 2013 [clear days exclude both the day of service and the day of the meeting; add 2 days where the notice is sent by post]. An AGM may be called at shorter notice with the consent, in writing or by electronic mode, of not less than 95% of the members entitled to vote at the meeting.
- The statement setting out the material facts under Section 102 of the Companies Act, 2013 in respect of the special business is annexed to this notice.
- E-voting: [include where applicable — Section 108 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 makes remote e-voting mandatory for listed companies and companies with 1,000 or more members] The company is providing remote e-voting facility; the e-voting period, cut-off date and login instructions are set out in the annexure.
- The register of directors and KMP and their shareholding, the register of contracts and arrangements, and the documents referred to in this notice will be available for inspection at the registered office during business hours up to the date of the meeting. A route map of the venue, as required by SS-2, is annexed.
EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 5 — ____________: [State (a) the material facts concerning the item, including the nature of the concern or interest, financial or otherwise, of every director, manager, KMP and their relatives; (b) any other information and facts that may enable members to understand the meaning, scope and implications of the item and to take a decision thereon; and (c) the Board's recommendation. Where the item concerns another company in which a director holds more than 2% shareholding, state the extent of that shareholding.]
