The AGM is the annual gathering of shareholders where the Board reports to the owners on the year gone by. It is mandatory for every company except OPC.
## Key Particulars
Aspect
Provision
Applicability
Every company — Public, Private (excluding OPC); CG may exempt any class
Responsibility to call
Board of Directors
Day
Any day other than National Holiday (26 Jan, 15 Aug, 2 Oct, any day declared so by CG)
Time
Between 9 AM and 6 PM (business hours)
Place — Other than Govt. Co.
At Registered Office OR any other place within same city/town/village where RO is situated
Place — Government Co.
RO or such other place as CG may approve
Place — Unlisted Co.
Anywhere in India with consent of all members in advance
Place — Listed Co.
Only at RO or same city/town/village
## Time Limit for Holding AGM
AGM
Maximum Time
First AGM
Within 9 months from end of first financial year
Subsequent AGMs
(a) One in each calendar year, AND (b) Gap between two AGMs ≤ 15 months, AND (c) Within 6 months from end of financial year
Extension by ROC
Up to 3 months (only for subsequent AGM, NOT first AGM)
## Business Transacted
### Ordinary Business (Section 102(2))
1. Adoption of financial statements, Board's report and Auditor's report
2. Declaration of dividend
3. Appointment/Reappointment of Directors in place of those retiring
4. Appointment/Re-appointment of Auditors and fixing their remuneration
### Special Business
All business other than ordinary — must be accompanied by Explanatory Statement under Section 102(1).
## Failure to Hold AGM
CG/Tribunal can call AGM with such directions as it may think fit — including direction that even ONE member personally present shall constitute quorum.
Penalty under Section 99: Company and every officer in default — fine up to ₹1 lakh; continuing default — ₹5,000 per day.
## Report on AGM (Section 121, Rule 31)
Applicable to: Every Listed Company
Form: MGT-15
Filing: Within 30 days of conclusion of AGM
Contents: Summary of proceedings, confirmation that meeting was duly convened, business transacted, voting results, adjournment, any other relevant point
Signing: By Chairman; if not, by 2 directors (one of whom should be MD) and Company Secretary
Worked example
### Example 1
Example 1 — First AGM: ABC Ltd was incorporated on 1st January 2025; its first financial year ended on 31 March 2026. By when should it hold its first AGM? Solution: Within 9 months from end of first FY — i.e., by 31st December 2026. Note: First AGM extension by ROC is NOT available.
### Example 2
Example 2 — Subsequent AGM: XYZ Ltd held its 2nd AGM on 30 September 2025. By when must the 3rd AGM be held? Solution: Earliest of: (a) within calendar year 2026, (b) within 15 months of 2nd AGM = by 30 Dec 2026, (c) within 6 months from end of FY 31 Mar 2026 = by 30 Sept 2026. So by 30th September 2026.
### Example 3
Example 3 — Place: PQR Ltd (unlisted private), RO at Pune, wants to hold AGM in Goa. Solution: Permissible only if prior written consent of ALL members is obtained. If not all members consent, AGM must be in Pune.
⚠️ Common exam mistakes
Applying the 3-month extension by ROC to the first AGM — extension is available ONLY for subsequent AGMs.
Forgetting that 'National Holiday' is a defined term (26 Jan, 15 Aug, 2 Oct, + any day declared by CG); it does NOT include religious holidays or Sundays.
Considering 'declaration of dividend' as special business — it is ordinary business.
Confusing the place rule: listed companies cannot hold AGM 'anywhere in India' — that exception is only for unlisted with all-member consent.
Bare-Act text Section 96 · The Companies Act, 2013 · click to expand
96. (1) 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 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.