Template Description

This template is designed for companies to formally call their Annual General Meeting in compliance with the Companies Act, 2013. It is a 4-page MS Word document. This notice is a mandatory requirement for all Private Limited Companies conducting an AGM under the Companies Act, 2013. The intended audience includes Shareholders, Company secretaries, legal professionals, and corporate governance teams.

Understanding the Notice For Calling Annual General Meeting

Terminologies:

Annual General Meeting (AGM): A compulsory yearly meeting where the board of directors presents the company’s annual report to shareholders.

Notice of AGM: An official communication to shareholders, directors, and auditors, outlining the date, time, venue, and agenda of the AGM.

Quorum: The minimum number of participants required for the AGM to be valid.

Proxy: An individual authorized to vote on behalf of a shareholder who cannot attend the AGM, as well as the document granting this authority.

Resolutions: Decisions made during the AGM, which can be ordinary or special, often requiring a vote.

Procedure for Holding an Annual General Meeting:

Preparation and Issuance of Notice (Section 101):

The first step is preparing and issuing the notice at least 21 days before the AGM, detailing the date, time, venue, and agenda.

Agenda Setting (Section 102):

The agenda typically includes financial statement approvals, dividend declarations, director elections, and auditor appointments. Any special business must be accompanied by an explanatory statement.

Quorum Requirements (Section 103):

A quorum, as per the Act, must be present. For private companies, two members are usually sufficient, while public companies may require more.

Conducting the Meeting:

The meeting is chaired by the board chairman or another appointed member. The meeting follows the agenda, with discussions and voting on each item.

Voting Methods:

Voting can be conducted by show of hands, poll, or electronically, following the Companies Act and the company's Articles of Association.

Filing of Returns (Section 137):

Post-AGM, the company must file its financial statements, board report, and auditor’s report with the Registrar of Companies within 30 days. Resolutions passed during the meeting must also be submitted.

Conclusion:

This template provides a standardized format for companies to document the Notice of AGM, ensuring compliance with the Companies Act, 2013. Proper preparation and issuance of this notice are critical for the legal and regulatory validity of the AGM. It is essential that the notice is given in writing to all relevant parties, including members, directors, auditors, and other specified individuals.