Notice of Annual General Meeting

• Company formation / Compliances
• ||
• October 1, 2020

Since, every single enterprise is mandatory as per section 96 of companies act to hold its Annual General Meeting within 6 months of ending of its accounts except in case of freshly formed companies. Further companies act required a notice under Section 101 is to be sent to all the members of the company. 

Length of Notice
To conduct general meeting of a company notice can be given in writing or through electronic mode and period of such notice and between general meeting must be greater than or equal to 21 days.
However, to conduct general meeting of a company on a shorter notice approval must be given by at least 95% of the members having right to vote at such meeting, in writing or through electronic mode.

21 Days Clear notice
A General Meeting can be alleged by giving at least 21 days’ notice in writing
Date of issue of notice and date of meeting have to be excluded in calculation of 21 days
Where a sent by a post, it is deemed to be served after 48 hours of posting. Thus, notice to be valid, must be dispatched 24 days before the date of meeting.   

Important points

• Consent of members for holding general meeting on shorter notice is mandatory
• Consent may be obtained at the meeting, prior consent is not necessary.
• Business not specified in notice cannot be transacted; no business cannot be transacted for which notice was not given.

The Draft Format of Notice of AGM
Notice is hereby given that the ….^th Annual General Meeting (AGM) of the Members of …………………………… Private Limited will be held on ….day ….^th September, 2019 at 11:00 a.m.at ………………………to transact Following Business:

Contents of Notice

• Place, day, date and hour of the meeting
• Business to be transacted thereat

Agenda

• The notice should contain a statement of business to be transacted at the meeting
• If special business is to be transacted, an explanatory statement should also be attached to the notice.
• The statement must state all material facts concerning special business, including the nature of interest of any Director or manager therein.
• It must also state the time and place where the documents in respect of such item can be inspected.

Notice to whom

• Every member
• Legal representative of deceased member
• Official assignees of the insolvent member
• Auditor
• Directors

Omission to give Notice

• Unintended exclusion to give notice shall not invalidate the proceedings at the meeting
• Deliberate omission to give notice to even a single member may invalidate the meeting
• Unintended exclusion of notice to auditors will not invalidate the meeting

Notice Through mail
A notice may be sent through e-mail as a notification providing electronic link or Uniform Resource Locator for accessing such notice or in a written form or as an attachment to e-mail. 

Address of e-mail and its updation
The e-mail shall be sent to that person who is entitled to receive such e-mail as per the records of the company or as provided by the depository.
Provided that the company has to provide an opportunity in advance at least once in a financial year, to the member to:

• Register his e-mail address and
• Change its e-mail address

request can be made by only those members whose email id is not available as per records or to update a fresh email id and not from the members whose email ids are already registered. 

Contents of e-mail

• The subject line in e-mail shall state the name of the company, notice of the type of meeting, place and the date on which meeting is scheduled.
• If notice is sent in the form of a non-editable attachment to e-mail, such attachment shall be in the Portable Document Format (PDF) or in a non-editable format together with a link or guidelines for receiver for downloading appropriate version of the software.
  

The company shall not be in default for non-delivery of notice by email
If a member permitted to receive notice fails to provide or update relevant e-mail address to the entity or to the depository contributor, the entity shall not be in avoidance for not delivering notice through e-mail. 

Notice by email may be sent in-house or through RTA
The entity may send e-mail through in-house facility or its registrar and transfer agent (RTA) or any authorize third party agency providing bulk e-mail facility. 

Placement of notice on website
The notice of general meeting of the company shall be simultaneously placed on the website of the company, if any and on the website as may be notified by the Central Government.

Advertisement of notices in the newspaper
It is not obligatory to advertise notice in the newspaper. However, as an abundant precaution the company may advertise in the newspaper to avoid objection from such of the shareholders as reside outside India and who incidentally may not receive the notices served through the post. 

Explanatory statement to be annexed to Notice 

Content of explanatory statement
The nature of concern or interest, financial or otherwise, in respect of each items of

• Every director’s and the manager, if any;
• Every other key managerial personnel; and
• Relative of the persons mentioned above

Any other information and facts that may permit members to comprehend the meaning scope and implications of the items of business and to take decision thereon.

Where any detail of special business to be concluded at a meeting of the company communicates to or affects any other company, to extent of shareholding interest in that other company of every promoter, director, manager, and of every other key managerial personnel of the first mentioned company shall, if the extent of such shareholding is not less than two percent of the paid up share capital of that company, also be set out in the statement. 

Following business shall be the ordinary business at AGM

• The consideration of financial statement and the reports of the Board of Directors and auditors
• Pronouncement of dividend to the shareholders
• Retirement of directors and appointment of director in the place of these retiring
• Retirement of auditors and appointment of auditors in the place of those retiring

Note:

• No business shall be deemed as ordinary business. Any business other than four businesses covered above is considered as special business.
• Full text of the resolution must be given in the notice for transacting every item of special business.
• Notice must indicate that the business in special, in case of special business.
  

Explanatory statement

• Explanatory statement is required for transacting each item of business. It is not required for transacting any item of ordinary business.
• Where any item of business refers to any document, which is to be considered at the meeting, the time and place where such documents can be inspected shall be specified.

At AJSH & Co, we understand the importance of adhering to the statutory compliance regime, failing which, businesses could face serious ramifications that may impact their reputation and operations and of their stakeholders. In this regard, we assist our clients in preparing financial statements, various corporate matters (Company incorporations, statutory audits, ROC Compliances, Company winding up), ITR Filings, TDS Compliance, and related services by providing them adequate support and guidance from our end. If you have any questions or wish to know more about notice of Annual General Meeting, kindly contact us.