Annual General Meeting [AGM] Section 96,101& 102 of Companies Act, 2013 Read with Secretarial Standards -2 and SEBI (LODR) Regulations, 2015

by Admin | Aug 20, 2025

Prelude

Convening Annual General Meeting is a statutory requirement. A Company may have more than one General Meeting but it should consider one General Meeting as Annual General Meeting to transact businesses mandated by the Act.

An Annual General Meeting (AGM) is a meeting held to have an interaction between the management and the Shareholders of the Company.

The Law makes it mandatory for all the Companies except for OPC for hold at least one Meeting as its Annual General Meeting (AGM) in addition to any other Meeting.

It is a mandatory yearly gathering of a Company’s Shareholders and Board of Directors, to know about Company’s performance, its yearly working, changes take took place in the year and future plans.

Pretext of Law

Section 96 has 2 Sub Sections

Section 96(1) – AGM and its holding

Section 96(2) – Modalities of conducting AGM

Section 96(1)

Annual General Meeting

Every Company other than a One Person Company shall in each year hold in addition to any other Meetings, a General Meeting as its Annual General Meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one Annual General Meeting of a Company and that of the next:

Provided that in case of the first Annual General Meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the Company and in any other case, within a period of six months, from the date of closing of the financial year :

Provided further that if a Company holds its first Annual General Meeting as aforesaid, it shall not be necessary for the Company to hold any Annual General Meeting in the year of its incorporation:

Provided also that the Registrar may, for any special reason, extend the time within which any Annual General Meeting, other than the first Annual General Meeting, shall be held, by a period not exceeding three months.

Analysis of Section 96(1)

Applicability – Every Company
Exemption – One Person Company

Company to hold Annual General Meeting every year

Every Company other than a one person Company shall hold a General Meeting as its Annual General Meeting in each year in addition to any other Meetings.

When such Meeting shall be held/ What is the timeline to hold AGM?

Well, the timeline to conduct AGM depends upon the type of AGM its conducting, whether First AGM or Subsequent AGM

Particulars	First AGM#	Subsequent AGM#
Timeline	· Within 9 months from date of end of Financial year.	Date which comes first- · Within 6 months from end of Financial Year · Gap between 2 AGM should not exceed 15 months
Calculation of Due Date	Example- Financial Year closing on 31/03/2025 Date of AGM – upto 31/12/2025 If the Financial Year closing on – 31/12/2025 Date of AGM – 30/09/2026	Example- * Financial Year closing on 31/03/2025 -Date of AGM – upto 30/09/2025 * If the Financial Year closing on – 31/12/2025 Date of AGM – 30/06/2026
Extension in Due Date of AGM	No Extension of Due Date is not allowed by ROC	Maximum of upto 3 months Extension of Due Date may allowed by ROC

#Note – It is not be necessary for the Company to hold any Annual General Meeting in the year of its incorporation.

Reason 1 – where it has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the Company or body corporate is made up [Section 2(41)]

Meaning – If a Company is incorporated between January to march of any year and Company’s Financial year tenure is 3 months or less, It’s financial year will consist of current tenure + complete 12 months period of next financial year amounting to a lump sump period of maximum 15 months.

Reason 2 – If a Company is following a Calendar year (01st January to 31^st December) as its financial year, then the Due Date for AGM will fall in next calendar Year.

Special AGM Timeline & Provisions for Top 100 Listed Companies –

Regulation 44 of SEBI(LODR) Regulations, 2015

(5) The top 100 listed entities by market capitalization shall hold their annual general meetings within a period of five months from the date of closing of the financial year.

(6) The top 100 Listed entities shall provide one-way live webcast of the proceedings of the Annual General Meeting.

Particulars

Subsequent AGM’s

1^st AGM

Special Timeline for Top 100 Listed Companies

Whichever comes first-

· Within 5 months from end of Financial Year

· Gap between 2 AGM should not exceed 15 months

Regulation 44 is not applicable here.

Calculation of Due Date

Example-

* Financial Year closing on 31/03/2025

-Date of AGM for Top 100 Listed Companies – 31/08/2025

* If the Financial Year closing on – 31/12/2025

Date of AGM for Top 100 Listed Companies – 31/05/2026

Exemption to OPC

As provided in sub-Section (1) of Section 96, one person Company is not required to hold Annual General Meeting. The manner of passing resolutions required to be passed is contained in Section 122 of the Act.

As per Section 122(2) of the Act-

The ordinary businesses as mentioned under clause (a) of sub-Section (2) of Section 102 which a Company, other than a One Person Company, is required to transact at its Annual General Meeting, shall be transacted, in case of One Person Company, as provided in sub-Section (3).

As per Section 122(3) of the Act- In case of One Person Company, the resolution is communicated by the member to the Company and entered in the minutes-book required to be maintained under Section 118 and signed and dated by the member and such date shall be deemed to be the date of the Meeting for all the purposes under this Act.

Power of Registrar to extend the due date

The Registrar of Companies (ROC) can extend the calculated time period of holding an AGM by upto three months. The Company may apply for an extension through e- form GNL-1 specifying the reasons ( for example any mishap took place in office leading to destruction of records etc, natural calamity, situation like pandemic) for the extension and the period for which the Company requires an extension.

The RoC will record the reasons for giving the extension.

However, no extension is available to hold the first Annual General Meeting.

Section 96(2)

Every Annual General Meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday and shall be held either at the registered office of the Company or at some other place within the city, town or village in which the registered office of the Company is situate:

Provided that Annual General Meeting of an unlisted Company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance:

Provided further that the Central Government may exempt any Company from the provisions of this sub-Section subject to such conditions as it may impose.

Analysis of Section 96(2) – Day, Date, Time, Place of AGM

Time of Conducting AGM- Between 9 a.m. and 6 p.m & not on National Holiday

Every Annual General Meeting shall be called during business hours on any day that is not a National Holiday.*
The business hours are prescribed to mean the time period between 9 a.m. and 6 p.m. . It may extend and conclude beyond business hours.

*“National Holiday” means and includes a day declared as National Holiday by the Central Government. This is further clarified in secretarial standard – 2 which defines “National Holiday” as including

Republic Day, i.e., 26th January,
Independence Day, i.e., 15th August,
Gandhi Jayanti, i.e., 2nd October

and such other day as may be declared as National Holiday by the Central Government.

Therefore, AGM cannot be conducted on National Holidays, but can occur on any other Holidays such Dussera, Diwali, Eid, Christmas and Sundays.

Place/Venue of AGM – Registered Office or Any other place such as Hotel, Corporate Hall/Park in same city/town

village where RO of Company is situated.

The venue of the Meeting shall be either the registered office of the Company or some other place within the city, town or village in which the registered office of the Company is situated. (If the Company feels Registered Office is not sufficiently enough to accommodate its Shareholders, Directors, Auditors and other Invitees)

Venue of AGM for Unlisted Public Company

Unlisted public Company can conduct its AGM at any place in entire India if consent is taken by all its members in advance in writing or by electronic mode.

This means it is not necessary for Unlisted Company to hold its AGM in its Registered Office or the city/town village in which its Registered office is located.

Central Government power to exempt any Company

Central Government has been empowered to exempt any Company from the provisions of this sub-Section subject to such conditions as it may be impose.

The explanation appended to sub-Section (2) of Section 96.

It means CG may grant exemption to ANY Company for conducting its AGM at any time and at any place

Existing Exemption under Section 96(2) of the Act

Section 8 Companies

Government Companies

In case of Section 8 Companies, the time, date and place of each Annual General Meeting are to be decided upon before-hand by the Board of Directors having regard to the directions, if any, given in this regard by the Company in General Meeting. This proviso is inserted after the first proviso to sub-Section (2) by notification no.

Additional venue is provided to Government Company with respect to the venue of the Annual General Meeting

In case of Government Company – sub-Section (2) of Section 96 to be read as Every Annual General Meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday and shall be held either at the registered office of the Company or at some other place within the city, town or village in which the registered office of the Company is situate or such other place as the Central Government may approve in this behalf’

Notification no. G.S.R. 466(E) dated 05.06.2015.

Notification Dated 13th June, 2017

Mode of Conducting Annual General Meeting

Annual General Meeting (AGM) can be conducted :-

Either in Person OR,
Through Video Conferencing or Other Audio Video means OR,
By both the ways

General Circular No. 09/2024 dated September 19, 2024 provided clarification of holding AGM through Video Conferencing (VC) or Other Audio Video Means is extended upto 30^th September, 2025 ”

Quorum of Annual General Meeting

Quorum of AGM of Public Company is :-

Number of Members in Company	Quorum required in Person
Upto 1000	Minimum 5 Members
1000 to 5000	Minimum 15 Members
Above 5000	Minimum 30 Members

If Articles of Company provides any higher number than this, then quorum provided Article will prevail.

Quorum in case of Private Company – 2 members personally present shall deemed to be proper quorum unless Article provides for a higher number.

Lack of Quorum

If the quorum is not present within half-an-hour from the time appointed for holding a meeting of the Company—

The meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other date and such other time and place as the Board may determine; or

If at the adjourned meeting also, a quorum is not present within half-an-hour from the time appointed for holding meeting, the members present shall be the quorum

Notice of Annual General Meeting

-Notice means a written invitation to the persons concerned to attend the Meeting

-A general meeting of a Company may be called by giving not less than clear twenty-one days’ notice either in writing or through different electronic modes as specified in Rule 18. , the day of sending the Notice and the day of Meeting shall not be counted [As per SS-2]

-Notice is sent to All members, Directors, Auditors and other concerned invitees

-If a Member requests for delivery of Notice through a particular mode, other than one of those listed above, he shall pay such fees as may be determined by the Company in its Annual General Meeting and the Notice shall be sent to him in such mode.

-Annual General Meeting may be called after giving a shorter Notice if consent is given in writing or by electronic mode by not less than 95% of the Members entitled to vote at such Meeting.

-In case of any other General Meeting, by Members of the Company-

Company having Share Capital	Company not having Share Capital
Majority in number of Members entitled to vote and who represent not less than ninety-five per cent. of such part of the paid-up share capital of the Company	not less than ninty-five per cent. of the total voting power exercisable at that Meeting:

-Every Notice of a Meeting shall specify the place, date, day and the hour of the Meeting and shall contain a statement of the business to be transacted at such Meeting

-Any accidental omission to give Notice to, or the non-receipt of such Notice by, any Member or other person who is entitled to such Notice for any Meeting shall not invalidate the proceedings of the Meeting.

What are the Matters which are generally dealt in AGM

Generally, Ordinary business items are transacted at AGM, which are mainly of 4 types-

(i) the consideration of financial statements and the reports of the Board of Directors and auditors;

(ii) the declaration of any dividend;

(iii) the appointment of Directors in place of those retiring;

(iv) the appointment of, and the fixing of the remuneration of, the auditors;

All items other than the four specified ordinary business items are special business.

-For each item of special business, the statement must disclose:

The nature of concern or interest, financial or otherwise, of every Director, manager, key managerial personnel (KMP), and their relatives in the resolution

-If the special business relates to or affects another Company, and any promoter, Director, manager, or KMP (or their relatives) hold 2% or more in that other Company, that interest must be specifically disclose.

Important Preparations for conducting of AGM of Listed Companies

Practical Aspects

–The Preparation of AGM in a Company is done by its Secretarial Team (i.e Team of Compliance Officer & Company Secretaries)

–Conduct of Board Meeting & Board of Directors of Company approving the Date of AGM, Record Date, Cut-off Date, appointment of Scrutinizer, EVSP,

–CS/Officer assigned sends notice of AGM to all the Members, Directors, Auditors atleast 21 clears days before AGM along with its Annual Report ( including Board Report, Audited Financial Statements, Auditors Report, Secretarial Compliance Report, Details of CSR(if applicable), BRSR reporting etc) along with Explanatory statement specifying matters on which voting shall be required with Proxy Forms and attendance slips, & e-voting details(login credentials) along with Cut-offs dates.

–Company to publish notice of AGM to Stock exchange and at its Website on date of dispatching notice to Shareholders.

–Company to publish advertisement for conduct of its AGM in Newspaper also & intimation to Stock exchange.

—Company determines 2 different Cut-off Dates

1^st Cut Date is the Date on which persons holding shares of Company shall be considered as Members and intimates the same to its Depository Participant and RTA- Registered Transfer Agent about its upcoming AGM and requirement of E-voting.

–RTA after verifying the details with DP, sends the Register of Members form to Company.

–Company chooses its E-voting facility provider

[providing remote e-voting facilty is compulsory for Listed Companies and Companies having more than 1000 Shareholders as per Section 108, Rule 20 & Regulation 44 of SEBI(LODR) Reg.]

–Company sends draft email body to its E-voting facility provider to share it with all its Shareholders.

—Determining of 2^nd Cut-off date

This is the date which is used to determine who all members will be eligible for e-voting facility and dividend by Company. This date is generally set atleast 7 days before date of AGM.

–RTA is required to share its final list of Member latest by the morning of 2^nd Record Date fixed by the Company.

–The Depositories are required to send SMS/ E-mail alert to shareholder(Demat account holders) 3 days prior to start of e-voting facility.

–E-voting facility should remain open for a minimum of one day and a maximum of three days in such a manner that it should stop latest by 5.00pm in the evening of day just before day of AGM.

Different Companies may choose different dates for opening & closing of e-voting time period.

–Creation and Activation of Event.

—Conduct of AGM – Compliance Officer generally initiates the proceedings –

Shareholders who have not yet voted may still vote electronically during the AGM itself, if they are present at the meeting (usually via virtual conference), but those who have already voted remotely cannot vote again at the AGM.

After AGM

–Filing of Outcome of AGM with Stock Exchange with 12 hours

–The Company is required to submit to the Stock Exchange in XBRL mode the result of e-voting within 2 days of conclusion of AGM

–Filing of necessary forms like MGT-14/MGT-15 within 30 days from conclusion of AGM

–Compliance Officer cum Company Secretary to prepare minutes of the Meeting within 30 days from conclusion of AGM and get it signed by Chairman

SI. No.	Nature of Compliances	Due date			Applicable provisions
1.	Advertisement in newspapers regarding AGM being held through AV/OAVM facility	Before sending the notices and financial statements etc.			MCA circular dated 05.05.2020 read with General Circulars dated 08.04.2020 & 13.04.2020
2.	Submission of Newspapers’ copies to Stock Exchange(s) [Pdf mode]	Within 12 advertisement newspapers	hours	of in	Regulation 30(6) read with para 12 of part A Schedule III read with Annexure-II of SEBI Circular dated 13.07.2023
3.	Website Updation	Within 02 working days			Regulation 46(3)
4.	Sending notice along with Annual Report to Shareholders [If being sent together]	Not less than 21 clear days before AGM			Sec. 101 read with rule 18 of Companies (Management and Administration) Rules, 2014
5.	Website Updation	Within 02 working days			Regulation 46(3)
6.	Submission of copy of Annual Report along with notice of AGM copies to Stock Exchange(s) [Pdf mode]	Not later than the day of commencement of dispatch to its shareholders			Regulation 34 (1)(a)
7.	Submission of Notice of AGM copies to Stock Exchange(s) [XBRL mode]	Within 24 hours of submission of PDF filing			Stock Exchanges Circulars
8.	Advertisement in Newspapers Notice of AGM containing process of e- voting and book closure etc.	Immediately on completion of dispatch of notice for the meeting			Sec. 108 of Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014
9.	Submission of Newspapers’ copies to Stock Exchange(s) [Pdf mode]	Within 12 advertisement newspapers	hours	of in	Regulation 30(6) read with para 12 of part A Schedule III read with Annexure-II of SEBI Circular dated 13.07.2023
10.	Website Updation	Within 02 working days			Regulation 46(3)
11.	Prior intimation of e-voting facility provided through SMS/ Email by listed entities	Atleast 2 days prior to the date of the commencement of e-voting			Chapter VI-C of SEBI Master Circular dated 11.07.2023
12.	Intimation of Record date including specifying the purpose, to Stock Exchange(s) [Pdf mode]	Atleast 07 working days in advance (excluding the date of intimation and the record date)			Regulation 42(2)
13.	Website Updation	Within 02 working days			Regulation 46(3)

SI. No.	Nature of Compliances	Submission to / hosted on	Due date	Applicable provisions
1.	Submission of proceedings of AGM [Pdf mode]	Stock Exchanges	Within 12 hours of AGM	Regulation 30(6) read with para 13 of part A Schedule III read with Annexure-II of SEBI Circular dated 13.07.2023
2.	Website Updation	Company’s website	Within 02 working days	Regulation 46(3)
3.	Submission of voting results along with report of Scrutinizer [Pdf mode]	Stock Exchanges	Within 2 working days from conclusion of its AGM	Regulation 44
4.	Website Updation	Company’s website	Within 02 working days	Regulation 46(3)
5.	Submission of Voting Results [XBRL mode]	Stock Exchanges	Within 2 working days from conclusion of its AGM	Regulation 44
6.	Submission of Financial Statements [E-Form AOC-4 XBRL]	Registrar of Companies (RoC)	Within 30 days of AGM	Sec. 137 read with rule 12 of Companies (Accounts) Rules, 2014
7.	Submission of Report on AGM [E-Form MGT-15]	Registrar of Companies (RoC)	Within 30 days of AGM	Sec. 121 read with rule 31 of Companies (Management and Administration) Rules, 2014
8.	Submission of Annual Return [E-Form MGT-7]	Registrar of Companies (RoC)	Within 60 days of AGM	Sec. 92 read with rule 11 of Companies (Management and Administration) Rules, 2014
9.	Website Updation	Company’s website	Within 02 working days	Regulation 46(3)
10.	Submission of all resolutions passed through Video Conferencing (VC) /Other Audio Visual Means (OAVM) [E-Form MGT-14]	Registrar of Companies (RoC)	Within 60 days of AGM	MCA Circular no. 14/2020, dated 08.04.2020 read with 05.05.2020

Consequences of holding Annual General Meeting after due date

Fine On Company & Every Officer in default– Rs 1,00,000 + Rs 5,000 each day till default continues.

Companies which are not holding their Annual General Meeting with in stipulated period as laid done in the act are contravening the requirements of Section 96 of the Act and liable to pay fine under Section 99 of the Companies Act, 2013.

The offence under this Section is a continuing offence till the compliance is made.

As per Section 99 of Companies Act, 2013 – If any default is made in holding a Meeting of the Company in accordance with Section 96 the Company and every officer of the Company who is in default shall be punishable with fine which may extend to one lakh rupees and in the case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues.

The punishment under Section 99 is limited to a financial penalty (fine), without provision for imprisonment and is therefore compoundable.

Compliance of provisions of Secretarial Standard-2

Section 118(10) of the Companies Act, 2013 prescribes as –

Every Company shall observe secretarial standards with respect to General and Board Meetings specified by the Institute of Company Secretaries of India constituted under Section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government.

With effect from 01.07.2015, Secretarial Standard – 2 issued by ICSI is applicable to all types of General Meetings of all Companies except One Person Company (OPC) and class or classes of Companies which are exempted by the Central Government through notification.

Reporting under SEBI (LODR) Regulation, 2015

As provided in Regulation 30 read with Schedule III Part A of SEBI (LODR) Regulations, 2015, every listed Company is required to disclose the proceedings of Annual & extraordinary General Meeting to the Stock Exchange where its securities are listed within specified timeline depending upon the type of information.

Circular regarding AGM

MCA General circular No. 20/ 2020 dated 05.05.2020 has allowed Companies to hold their AGM through Video conferencing and other Audio video Means(OAVM)

In continuation with that…

MCA General Circular No. 02/ 2021 dated 13.01.2021
MCA General Circular No. 19/ 2021 dated 08.12.2021
MCA General Circular No. 21/ 2021 dated 14.12.2021
MCA General Circular No. 02/ 2022 dated 05.05.2022
MCA General Circular No. 10/ 2022 dated 28.12.2022
MCA General Circular No. 09/ 2023 dated 25.09.2023 &

MCA General Circular No. 09/ 2024 dated 19.09.2024 – has extended the facility of conducting AGM by Video conferencing and other Audio video Means (OAVM) till 30^th September, 2025.

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Annual General Meeting [AGM] Section 96,101& 102 of Companies Act, 2013 Read with Secretarial Standards -2 and SEBI (LODR) Regulations, 2015

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