Every company — whether public or private — except a One Person Company (OPC) — shall hold an AGM every year.
The gap between two AGMs shall not exceed 15 months.
The notice calling the meeting must specify it as an AGM.
## When AGM Must Be Held
### First AGM
To be held within 9 months from the closing of the first financial year.
No AGM is required in the year of incorporation.
No extension can be granted by the Registrar for the first AGM.
### Subsequent AGMs
To be held within 6 months from the closing of the financial year; AND
Gap between two AGMs shall not exceed 15 months.
## Extension by Registrar
If an AGM (other than the first AGM) cannot be held within prescribed time, the Registrar may, for any special reason, extend the time by a period not exceeding 3 months.
Type of AGM
Extension by ROC
First AGM
Not permitted
Subsequent AGMs
Up to 3 months for special reasons
## Time and Place [Section 96(2)]
Every AGM shall be:
Called during business hours (between 9 a.m. and 6 p.m.);
On any day that is not a National Holiday;
Held at the registered office of the company OR at some other place within the city, town or village in which the registered office is situated.
## Quick Summary Table
Particulars
Requirement
Applicability
Every company except OPC
First AGM
Within 9 months of close of first FY
Subsequent AGM
Within 6 months of close of FY
Maximum gap between two AGMs
15 months
Extension by ROC
Up to 3 months (not for first AGM)
Day
Not a National Holiday
Time
Business hours (9 a.m. – 6 p.m.)
Place
Registered office or place within same city/town/village
Worked example
### Example 1
Example 1 — First AGM Timing
ABC Ltd. was incorporated on 1st June 2023 and its first financial year ended on 31st March 2024.
First AGM: Must be held on or before 31st December 2024 (9 months from close of first FY). No AGM required in 2023 (year of incorporation).
Example 2 — Subsequent AGM
XYZ Ltd. held its first AGM on 30th September 2023 for FY 2022–23.
Next AGM:
Within 6 months of close of FY 2023–24 → by 30th September 2024; AND
Gap not exceeding 15 months → by 30th December 2024.
The earlier of the two applies → 30th September 2024.
Example 3 — Extension Denied for First AGM
New Co. Ltd., incorporated on 1st April 2023, has its first FY closing 31st March 2024. It applies to the Registrar on 1st November 2024 for a 3-month extension to hold its first AGM.
Answer: Extension cannot be granted — proviso to Section 96(1) bars extension for the first AGM. The company is in default.
Example 4 — Permissible Day & Time
P Ltd.'s registered office is in Mumbai. Can it hold its AGM at 7 p.m. on a Sunday in Pune?
Answer: Invalid on two counts:
After 6 p.m. (not within business hours);
Pune is outside the city of registered office.
Note: Sunday is permissible if not a National Holiday.
⚠️ Common exam mistakes
Holding an AGM in the year of incorporation — not required; first AGM is computed from close of first FY.
Applying for ROC extension for the first AGM — not permitted.
Confusing 'National Holiday' with 'Sunday' — AGMs can be held on Sundays/public holidays if they are not declared National Holidays.
Holding AGM outside the city/town/village of the registered office (general companies) — not permitted under Section 96(2) [though specified exceptions exist for unlisted companies and government companies under separate provisions].
Forgetting that both conditions must be met for subsequent AGMs — 6 months from FY close AND maximum 15 months gap; the earlier date applies.
Excluding OPCs — Section 96 expressly exempts OPCs from holding an AGM.
Bare-Act text Section 96 · Companies Act, 2013 · click to expand
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. 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.