Corporate agreements

Notice of General Meeting with Resolutions under Companies Act 2013

A Notice of General Meeting is a formal document issued by a company to convene its members for an Annual General Meeting (AGM) or Extraordinary General Meeting (EGM). It sets out the agenda for the meeting and includes the full text of every resolution proposed, along with an explanatory statement for any special business.

This document is governed by the Companies Act, 2013 and the ICSI Secretarial Standard on General Meetings (SS-2). It is not a court filing but a corporate-secretarial instrument that must be dispatched to members, directors, and auditors at least 21 clear days before the meeting.

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Governing law
Companies Act, 2013
Sections
s. 100s. 101s. 102s. 114

When this is the right filing

  • To convene an AGM for the adoption of financial statements, declaration of dividend, or director appointments.
  • To convene an EGM for matters requiring member approval that cannot wait until the next AGM.
  • When the board has approved a proposal that requires an ordinary or special resolution, such as an increase in authorised share capital or an alteration to the Articles of Association.
  • When a related-party transaction exceeds the thresholds prescribed under the Companies Act, 2013 and requires a special resolution.
  • Do not use this notice format for a board meeting; board meetings are convened by a separate board notice and are governed by Secretarial Standard SS-1.

What the court looks for

  • Proof that the notice was given at least 21 clear days in advance, or consent for shorter notice from the requisite majority of members.
  • A clear explanatory statement under Section 102 for every item of special business, disclosing all material facts and the interest of directors and key managerial personnel.
  • The correct classification of each resolution as 'Ordinary' or 'Special', with the intention to propose a special resolution explicitly stated in the notice.
  • The complete text of each resolution, drafted with sufficient specificity to allow members to understand the exact proposal being voted on.

The structure the court expects

The components of the filed format, in the order they appear. LexPilot fills every one of them from your facts and papers.

  1. 1Notes
How it opens
NOTICE is hereby given that [a or the] General Meeting of the members of [company name] will be held on [meeting day] day of [meeting month], 20[meeting yy] at [meeting time] at [meeting venue][by vc], to transact the following business:

Bracketed items are filled from your case.

Frequently asked questions

What is the difference between an ordinary resolution and a special resolution?

An ordinary resolution is passed by a simple majority where votes cast in favour exceed votes cast against. A special resolution requires at least a three-fourths majority of votes cast, and the notice convening the meeting must explicitly state the intention to propose the resolution as a special resolution.

When must Form MGT-14 be filed with the Registrar of Companies?

Form MGT-14 must be filed within 30 days of the passing of the resolution for most special resolutions and for certain board resolutions specified under Section 179(3) of the Companies Act, 2013. It is not required for all ordinary resolutions.

Can a general meeting be called at shorter notice than 21 days?

Yes, a general meeting can be called at a shorter notice if consent is given in writing or by electronic mode by the requisite majority of members entitled to vote. For an AGM, consent is required from at least 95% of the members; for an EGM, the requirement is a majority in number holding at least 95% of the paid-up share capital.

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