How to Conduct and Document an AGM (Annual General Meeting)?

Last Updated on August 11, 2026

The Annual General Meeting (AGM) is defined as a statutory meeting in which the valid members of the company discuss matters of significance, including the financial accounts, the Board of Directors’ Report, the report relating to the audits, the declaration of dividends, as well as re-election or elections made to the Board of Directors and the Auditors. All meetings must comply with the Companies Act of 2013, the company’s Articles of Association, and the Secretarial Standard on General Meetings (SS-2).

The guide is meant to meet the needs of Indian companies, directors, shareholders, founders, and the compliance team of the organisation. The guide explains the AGM process from getting approval from the Board to the preparation of the notice, voting, and minutes to post-meeting filings.

What is an Annual General Meeting (AGM)?

AGM stands for Annual General Meeting, which refers to an annual business meeting of the members of a company. This meeting allows the members to assess the company’s financial performance, ask questions about its business conduct, vote on resolutions, and make important decisions.

According to the Companies Act of 2013, different statutory rules must be followed in respect of the timings, notice, place, quorum, procedure, minutes, and reporting of general meetings. For this purpose, the Institute of Company Secretaries of India has issued SS-2, which lays down all the detailed requirements for conducting and organising general meetings.

Why is Conducting and Documenting an AGM Important?

• Legal significance: A well-conducted AGM enables the business to show compliance with the Companies Act, 2013, rules applicable in India, and its Articles of Association.
• Participation of members: The importance of an AGM is that it provides the opportunity for members to make decisions, analyse accounts, and ask questions related to the company.
• Documentation: All relevant documents such as the agenda, attendance list, voting forms, and minutes of the meeting create a history of the meeting and its resolutions.
• Evidence of compliance: Properly conducted AGMs can be referred to as pieces of evidence for annual filings, audits, due diligence, transactions with banks, investments, and inspections from regulatory bodies.
• Managing risks: If a company fails to conduct an AGM or to create an appropriate record of its proceedings, this can lead to penalties for the company and its employees.

AGM Eligibility and Legal Requirements

The AGM is mandatory for most companies except for one-person companies. Section 96 of the Companies Act applies to various companies subject to exceptions in law.

Since a one-person company does not have more than one member, there is no requirement to hold an AGM. However, it must still comply with its statutory filing and reporting requirements.

Private, public and listed companies will have to evaluate their AGM requirements based on their level of compliance with the related laws, as there may be great variation in terms of the licensing, reporting and governance aspects.

AGM Qualification

• First AGM – Generally, the first AGM must be organised within 9 months after the end of the company’s first financial year. If it is organised within this timeframe, it is not obligatory for the company to organise the AGM that calendar year.
• Next AGMs – Subsequent AGMs are supposed to take place within the first 6 months from the end of each financial year, but the gap between the two AGMs must not be longer than 15 months.
• The Companies Registrar may allow a delay with the AGM other than the first one for up to 3 months for justified reasons. The company must request the postponement before the statutory deadline expires. The 3-month extension is not available for the first AGM, only for subsequent AGMs.
• Time and place – The AGM must be held, as a rule, during working hours, from 09.00 to 18.00 on a day that is not a public holiday. The event must take place in the registered office or in some other place within the city or town where the registered office is.
• Public holiday – here means a national holiday (Republic Day, Independence Day, Gandhi Jayanti, or any day the Central Government notifies); state/regional holidays don’t count, a common point of confusion.
• If requested by all participants of the AGM, the unlisted company may hold the AGM at any place within the Indian territory, subject to applicable regulations and Articles of Association.

Documents Required for an AGM

A company should prepare and preserve the following documents, as applicable:

• Board resolution approving the AGM date, time, venue and notice.
• Draft AGM notice and explanatory statement for special business.
• Financial statements and consolidated financial statements, where applicable.
• Board’s Report and auditor’s report.
• Attendance register and attendance slips.
• Proxy forms and authorisations.
• Register of members and shareholding information.
• Details of directors, auditors and other persons entitled to receive notice.
• E-voting notice, scrutiniser’s report and voting results, where applicable.
• AGM minutes and supporting documents.
• Proof of dispatch or electronic delivery of the notice.
• ROC filing acknowledgements and challans.

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Business Conducted at an Annual General Meeting

1. Ordinary Activities

• The ordinary activities of an AGM generally include:
• Review of the financial statements along with the Board and auditor’s reports.
• Declaration of dividends if applicable.
• Election of directors retiring by rotation whose terms are due to expire.
• Appointment of auditors and fixing their remuneration, if applicable.
• The agenda may vary based on the circumstances of the company and relevant provisions.

2. Special Business

Anything else apart from ordinary business is termed as special business. The special business should be mentioned in the notice along with an explanatory statement containing relevant facts. The purpose of the statement is to make it easy for members to understand the essence, extent, and implications of the proposed resolution.

Ordinary resolutions need a simple majority of votes cast; special resolutions (e.g., certain related-party matters, some capital changes) need at least 75% of votes cast in favour. The notice must clearly state which type applies to each item.

Step-by-Step Process to Conduct an AGM

1. Prepare all accounts – The financial statements, the Board of Directors’ report, and the auditor’s report must be ready before calling any AGM. The company should also check whether it is mandatory to appoint any director, auditor, or dividend under any other resolution.
2. Organise a board of directors meeting – The board of directors should agree to the financial statements, consider the agenda of the AGM, determine the date and the venue, approve the notice and authorise the director, the secretary, or any other person to issue it.
3. Draft the notice of the AGM – The notice should contain all relevant information about the meeting, agenda, ordinary and special resolutions, explanatory statement, attendance slip, proxy form, and all other necessary documents.
4. Deliver the notice – The company should deliver the notice to all members, directors, auditors, secretarial auditors, debenture trustees, and other parties required to receive it, either by post or through the electronically accepted modes.
5. Comply with pre-meeting arrangements – The company must organise the venue, attendance register, arrangements for voting, and any other important documents.
6. Verify quorum – The chairman should confirm that the required quorum is present before business is transacted. Quorum must continue throughout the meeting.
7. Start the meeting – The chairperson must open the meeting, check that there is a minimum number of members present, explain the agenda of the meeting, allow members to ask any questions relating to it and present the different resolutions to be voted on.
8. Voting – Voting may be by means of a show of hands or a poll, online voting, or any other approved method depending on the organisation and the resolution proposed. The organisation should comply with the provisions of the Companies Act, its Articles of Association, and SS-2.
9. Announce the voting results – Results must be announced by the chairman or the scrutineer, depending on the situation.
10. Write and keep the minutes – All details about the proceedings of the meeting and its resolutions must be written down in the minutes book and signed by the chairperson.

How to Prepare and Send an AGM Notice?

• The notice for the AGM should include:
• The number of the AGM.
• The date, time, and the day of the event.
• Details of the place where the meeting will be held.
• A map and any landmark, if needed.
• The type of business to be taken up in the meeting.
• Resolutions (ordinary and special) to be put forth, as applicable.
• Explanation of the special business to be conducted, if any.
• The rights and appointment of proxies.
• Instructions for e-voting or voting by poll, if applicable.
• Documents available for public viewing.
• Attendance details and instructions regarding proxy.

A notice period of at least 21 days (exclusive of the day of giving the notice and the meeting day) is needed by law. Also, in mail, the time taken for delivering the notice should be considered separately.

The AGM can be called at a shorter notice if at least 95% of members entitled to vote give consent in writing.

AGM Quorum Requirements Under the Companies Act

Unless the Articles specify a higher figure, in the case of a private company the quorum is generally considered to be two members personally present.

In case of a public company, the quorum is generally as follows:

• Five members present in the case of the total membership being not more than 1,000.
• Fifteen members present in the case of the total membership being more than 1,000 and less than 5,000.
• Thirty members present in the case of the total membership exceeding 5,000.

The number of proxies does not form part of the quorum calculation. In case the quorum is not obtained within half an hour, the meeting can be postponed in line with the provisions of the Act, Articles and SS-2.

Under SS-2, minutes should be prepared and entered in the minutes book within 30 days of the meeting and signed by the chairman or otherwise authenticated in the prescribed manner. The company should preserve the minutes and related records securely.

What Happens If Quorum Isn’t Met?

If quorum isn’t present within 30 minutes of the scheduled time, the meeting automatically stands adjourned to the same day, same time and place the following week (or as the Board directs). If quorum still fails at the adjourned meeting, the members present, even if fewer than the required quorum, constitute a valid meeting, unless the Articles say otherwise.

Voting, Proxies and E-Voting at an AGM

A member entitled to attend and vote at an AGM may choose a proxy to act in their stead. Such proxy does not need to be a member unless stipulated in the Articles of Association or under the relevant law.

The proxy form must be duly filled out. Some companies are also required to provide an electronic voting facility or e-voting system. The company must also keep proper records where necessary, appoint a scrutineer and declare the voting outcome.

Conduct Error‑Free Voting and Proxy Management! From proxy forms and attendance registers to e‑voting and scrutineer reports, our team can help you set up and document your AGM voting process correctly.

Auditor’s Right to Attend the AGM

The statutory auditor is entitled to attend the AGM (in person or through an authorised representative) and to be heard on matters concerning them as auditor, even though they aren’t a member. This is a governance point often missed in practice.

How to Record and Prepare AGM Minutes

Minutes should record the proceedings accurately. They must include:

• Name of the Company
• Date, time and place of the AGM
• Name of the Chairman/Directors/Auditors/Company Secretary who attended the meeting
• Confirmation of Quorum
• Details of members and their representatives present
• Compliance with notice requirements
• Summary of questions
• Text of the resolutions passed at the meeting
• Method of voting and the results
• Information about adjournment

Failure to maintain minutes properly can attract a penalty of ₹25,000 on the company and ₹5,000 on each officer in default under Section 118; tampering with minutes carries stricter consequences, including possible imprisonment.

Post-AGM Compliance and ROC Filings

After the AGM, it is required of the company that:

• The minutes must be finalised and signed.
• All procedures of e-voting and documentation of the scrutineer must be completed wherever applicable.
• Form AOC-4 (financial statements) is due within 30 days of the AGM; Form MGT-7 (or MGT-7A for OPCs/small companies) is due within 60 days of the AGM.
• The AGM form MGT-15 must be filed wherever scrutiny and Section 121 are applicable.
• The declared dividend must be paid within the designated timeline and maintained.
• Changes related to directors and auditors, shareholding and registered details must be recorded through event-based filings.
• Notices, proof of dispatch, attendance records, proxy forms, voting reports and minutes must be preserved.
• Companies that are listed, or have paid-up capital of ₹10 crore+ or turnover of ₹50 crore+, must get the annual return certified by a practising Company Secretary in Form MGT-8, attached to MGT-7.

AGM Fees, Professional Costs and Other Expenses

There is no fixed cost for the organisation of an AGM. The overall cost will depend upon:

• Professional charges for the services of a company secretary, CA / CS and compliance advisor.
• Expenditure related to printing, courier services and meeting venue.
• Fee for e-voting or scrutiniser.
• Cost for audit assignment and preparation of financial statement.
• Filing fee with ROC and other additional fees related to it (if applicable).
• Expense related to special resolution, postal ballot or any other compliance.
• All government fees and charges to be verified with the MCA fee chart applicable at the time of filing.

AGM Timeline and Compliance Calendar

The sample timeline for the organisation of an AGM is given below:

• Prior to the AGM: Finalisation of accounts, holding a Board meeting and approval of notice.
• At least 21 days in advance: Dispatch of notice and other documents.
• At least 48 hours before the AGM: Receipt of proxy papers (unless anything else is required).
• On the date of the AGM: Check the presence of quorum, start the proceedings and conduct voting.
• Within 30 days from the AGM: Preparation, signing and passing of the minutes of the meeting.
• After the AGM: Complete applicable ROC, tax, dividend and event-based compliances. The company should prepare the calendar according to its financial year, listing status, Articles and applicable exemptions.

Consequences of the Company’s Failure to Hold Annual General Meeting

If a company fails to hold the AGM in accordance with the law, the company and members concerned will be penalised. Moreover, if the company does not hold a meeting, the Registrar may intervene or approach the appropriate authority in this regard.

Some of the consequences of non-holding of AGM include:

• Extra costs due to late filings;
• Regulatory sanctions and decisions;
• Difficulties in filing annual ROC returns;
• Issues during financing, taking a loan or going through due diligence;
• Issues regarding decisions made at the AGM and members’ rights;
• Compliance issues because of improper or insufficient minutes;
• Under Section 99, failure to hold the AGM attracts a fine of up to ₹1 lakh on the company and every officer in default, plus a further fine of up to ₹5,000 per day for continuing default. The NCLT may also step in under Sections 97–98 and direct that the meeting be held.

In assessing the nature of the penalty and its quantum, the particular offence is taken into account along with the provisions that are in force at the relevant time.

Common AGM Compliance Mistakes to Avoid

• Counting the dispatch date or date of meeting for the computation of 21 clear days.
• Issuing notice to the members only and not sending the notice to auditors or other entitled persons.
• Not providing an explanatory statement for special business.
• Holding AGM without getting confirmation of quorum.
• Considering proxies for quorum.
• Carrying on with the business not mentioned in the notice.
• Taking incomplete or late proxy forms.
• Failing to keep proof of notice dispatch.
• Not recording clear minutes and resolutions and voting results.
• Believing that every company is required to file MGT-15; this requirement is applicable to the listed public companies as stated under Section 121.
• Not checking current legal permissions and other requirements for virtual meetings.

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Benefits of Conducting a Proper AGM

• Shows adherence to the requirements under the Companies Act.
• Safeguards members’ voting rights and opportunity to engage.
• Provides trustworthy materials for decision-making.
• Aids in ensuring punctual annual filing of returns at the Registrar of Companies (ROC).
• Enhances good governance and transparency of the entity.
• Facilitates audits, fundraising, borrowing and checks.
• Decreases chances of disputes and penalties.

AGM Documentation Checklist

Before finishing the compliance project, it is necessary to confirm that the company has done all of the following:

• Passed a resolution of the Board regarding the AGM;
• Given notice correctly;
• Attached an explanatory statement regarding the special items;
• Kept proof of notification and whether posted on the company’s website.
• Organised the register for attendance and the form of proxy;
• Checked for the presence of quorum and mentioned it in the minutes;
• Kept records of the votes and those who supervised the election if necessary;
• Drafted and signed the minutes within the due time;
• Filed ROC documents and annual reports.

Practical Example of Conducting an AGM

A private limited company finishes the fiscal year on 31 March. Having prepared the accounts and the Board Report, the Board passes the resolution with regard to the AGM for discussing the financial statements, appointing the auditor and passing one resolution.

The company prepares the notice, explanatory statement, attendance slip and proxy form and sends them with at least 21 clear days’ notice. On the meeting date, two members are personally present, satisfying the statutory quorum for a private company unless its Articles require more. The chairman conducts the agenda, records the voting results and ensures that the minutes are prepared and signed within the required period

How Kanakkupillai Can Help With AGM Compliance?

1. Planning for AGM Compliance

• Determine the applicable AGM requirements for your firm.
• Create a unique AGM schedule along with a compliance checklist.
• Check the Articles of Association for additional information.

2. Preparation of Notice and Agenda

• Help to draft the notice and the agenda for the AGM.
• Draft explanatory notes for special business requiring the shareholders’ vote.
• Organise the attendance slips, proxy forms, and additional documentation.

3. Meeting Documentation Preparation

• Assist with preparing the attendance book and quorum.
• Help with preparation of the meeting minutes and key resolutions.
• Assist with sending out AGM minutes.

4. Post-AGM Compliance

• See how the minutes are being signed and finalised.
• Follow up on ROC filings that are required.
• Check the evidence of dispatch and voting confirmations.

5. Compliance Review

• Determine whether there were any issues in the previous AGM documentation.
• Check if the notices and the minutes comply with formalities.
• Discuss the risks associated with delayed compliance.

6. Ongoing Corporate Compliance

• Assist with ongoing compliance for AGMs and ROC filings.
• Assist in the filing of any information required as per the events such as directors’ change, capital increase or more.

Make Every AGM Legally Strong and Well Documented! Whether you’re a private, public or newly listed company, Kanakkupillai offers end‑to‑end AGM support from planning and documentation to post‑meeting compliance.

Conclusion

Conducting an AGM involves more than fixing a meeting date. The company must follow the correct process for Board approval, notice, explanatory statements, quorum, voting, minutes and post-meeting filings.

A properly documented AGM protects the company’s legal position, supports transparent decision-making and helps maintain accurate corporate records. Companies should verify the latest MCA requirements, applicable exemptions and SS-2 provisions before conducting each AGM.

Frequently Asked Questions About AGM Compliance

1. Is an AGM mandatory for every company in India?

An AGM is generally mandatory for companies incorporated under the Companies Act, 2013, except an OPC. The exact requirements may depend on the company’s type, Articles and applicable exemptions.

2. When should the first AGM be held?

The first AGM should generally be held within nine months from the close of the company’s first financial year. If it is held within that period, the company need not hold an AGM in the calendar year of incorporation.

3. What is the notice period for an AGM?

The company must generally give at least 21 clear days’ notice. The day of sending the notice and the day of the meeting are not counted. Shorter notice may be possible with the required consent of at least 95% of members entitled to vote.

4. What is the quorum for a private company AGM?

Unless the Articles prescribe a higher number, two members personally present generally constitute the quorum for a private company AGM. Proxies are not counted for determining quorum.

5. What documents are required for an AGM?

Common documents include the AGM notice, explanatory statement, financial statements, Board’s Report, auditor’s report, attendance register, proxy forms, voting records, scrutiniser’s report where applicable and AGM minutes.

6. How long should AGM minutes be maintained?

AGM minutes must be prepared, entered and signed within the applicable prescribed period. Companies should preserve the minutes book and supporting records securely in accordance with the Companies Act, rules and SS-2.

7. Is Form MGT-15 required after every AGM?

No, the AGM report in Form MGT-15 is specifically associated with listed public companies under Section 121 of the Companies Act. It is not a universal filing requirement for every private company or unlisted company.

8. What happens if a company fails to hold an AGM?

The company and responsible officers may face penalties, notices and other regulatory consequences. Delayed AGM-related filings may also attract additional fees and create difficulties during audits, investment, lending or due diligence.

9. Is professional assistance necessary for conducting an AGM?

A company may manage certain routine arrangements internally, but professional assistance can help with notice drafting, explanatory statements, quorum, voting, minutes and post-AGM ROC compliance, particularly where the agenda involves special resolutions or complex corporate matters.