Board Meetings : Notice for Convening AGM

A board meeting is a formal gathering of a Board of Directors. Most of the organizations, being public or private, profit or non-profit, are ultimately governed by a body commonly known as Board of Directors. The members of this body cyclically meet to discuss strategic matters. The Company shall specify the meeting as such in the notices calling the Annual General Meeting (AGM).

However, every Company, other than a One Person Company (OPC) shall in each year hold in addition to any other meetings, a General Meeting as its Annual General Meeting.

As per Section 101(3) of Companies Act, 2013 read with Secretarial Standards 2, the Notice for convening AGM shall be given to:

  1. Members (legal representatives of deceased member or assignee if an insolvent member)
  2. Statutory auditors
  3. Secretarial auditors
  4. All Directors
  5. Debenture trustee (if any)

Thus, review your Board Meeting Minutes immediately after the meeting. When your board meeting minutes are complete and finished, make sure they are distributed to board members as soon as possible. Once the minutes are approved by a vote of the members during the board meeting, they become part of the official record of the organization. It’s important that a copy of all minutes are kept in one place.

Download Sample
Download a Sample Notice for Conveying the Annual General Meeting
Download Sample
Download a Sample Notice for Conveying the Annual General Meeting


Is an AGM required for a Private Limited Company (PLC)?

There is no statutory obligation for private companies to hold an AGM. An AGM will only need to be held in the company’s Articles of Association (AOA) require it (there is no requirement in the model articles either).

What is the quorum for an AGM?

A quorum is the minimum number of members needed to attend a meeting for a resolution to be validly passed. They need to stay for the whole meeting, otherwise, the meeting should end. The quorum for general meetings is 2 members unless the company only has one member.

Can a proxy speak or ask questions on behalf of a designated member of the Board at the AGM?

Yes, as long as the wording on the proxy form allows this – which is normally the case. Those questions will normally be accepted and recorded as questions by the proxy, not by the person being represented by the proxy. If the proxy holder is acting for a company, though, the practice is for the name of the company to be recorded alongside the name of the speaker.

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