AGM Notice and Its Content | JSW Energy AGM Example

AGM Notice and Its Content Explained with JSW Energy Example

Annual General Meetings (AGMs) are vital milestones in a company’s governance calendar. An AGM Notice is the official communication sent to shareholders to inform them about the time, date, format, and agenda of the meeting. It provides shareholders with an opportunity to make informed decisions on critical company matters.

What is an AGM Notice?

An AGM notice is a formal legal document issued by a company in compliance with Section 101 of the Companies Act, 2013, and Secretarial Standard-2. It informs shareholders of the meeting and outlines matters requiring approval, such as adoption of financials, declaration of dividends, director appointments, and special resolutions.

Why is It Important?

• Ensures transparency between company and shareholders.
• Complies with corporate laws and SEBI LODR Regulations.
• Facilitates shareholder voting and participation.
• Legally binds decisions passed in the AGM.

Key Components of an AGM Notice

1. Company Information (Name, CIN, Registered Office)
2. Meeting Schedule (Date, Time, Mode - Physical or VC)
3. Ordinary Business Items
4. Special Business Resolutions
5. Detailed Explanatory Statements
6. E-Voting and Shareholder Instructions

Real-World Example: JSW Energy Limited 31st AGM Notice

Let’s explore the contents of the AGM notice issued by JSW Energy Limited for its 31st AGM held on 11th July 2025 via Video Conferencing:

Ordinary Business Items

• Adoption of audited financial statements (Standalone & Consolidated)
• Declaration of ₹2 per equity share dividend
• Re-appointment of Mr. Pritesh Vinay as director

Special Business Highlights

• Approval of remuneration to Cost Auditors (ABK & Associates)
• Appointment of Secretarial Auditor for 5 years (Purwar & Purwar LLP)
• Re-appointment of Independent Director (Desh Deepak Verma) despite age 75+
• Material Related Party Transactions worth over ₹30,000 crore
• Issue of Securities (QIP, ADR, GDR, FCCB, etc.) up to ₹10,000 crore
• Amendments to JSW ESOP Plan 2021 and employee stock grants

Specimen AGM Notice Format

The following is a simplified format you can refer to when preparing an AGM notice:

NOTICE is hereby given that the 31st Annual General Meeting of XYZ Limited will be held on Friday, 10th August 2025 at 11:00 A.M. IST via Video Conferencing (VC)/Other Audio Visual Means (OAVM) to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated) for FY ended 31st March 2025.

2. To declare a dividend of ₹2 per equity share.

3. To re-appoint Mr. ABC, Director retiring by rotation.

SPECIAL BUSINESS

4. Approval of remuneration of Cost Auditor for FY 2025–26.

5. Appointment of M/s XYZ & Associates as Secretarial Auditor.

6. Approval of Material Related Party Transactions.

7. Authorization for issue of equity shares or convertible securities.

8. Amendments to Employee Stock Option Plan 2021.

Note: The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, forms part of this Notice.

By Order of the Board

XYZ LIMITED

Date: 15th June 2025

Place: Mumbai

    

Voting and Compliance Highlights

• E-voting was enabled via KFintech portal
• Record date was 6th June 2025 for dividend eligibility
• Meeting was held entirely online as per MCA & SEBI circulars
• No appointment of proxies allowed for VC/OAVM meetings

FAQs on AGM Notices

Q1: Are AGM notices mandatory?
Yes, under Section 101 of the Companies Act, 2013.

Q2: Can AGMs be held virtually?
Yes, per MCA Circulars, companies can hold AGMs via Video Conferencing.

Q3: How early should the notice be sent?
At least 21 clear days before the meeting date.

Q4: What if a shareholder doesn't receive the notice?
The company must ensure it's published on its website and on the stock exchange portals.

Conclusion

An AGM notice is more than just an invitation—it’s a formal and legal communication laying the foundation for corporate democracy. With transparency, clarity, and strict adherence to law, a well-drafted notice like JSW Energy’s example ensures that all shareholders are aligned with the company's direction and governance process.

Want to learn more? Visit cmaknowledge.in for CMA tutorials, corporate compliance guides, and real-world financial insights.

Tags: AGM Notice Format | JSW Energy AGM | Corporate Governance | CMA Foundation India | Annual General Meeting Specimen