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Microlesson · 5-min read

First AGM and Subsequent AGM - Section 96

# Annual General Meeting (Sec 96)

## Mandatory Holding

Every company except OPC must hold an AGM every year.

## Types of General Meetings

1. Annual General Meeting (AGM) — held annually

2. Extraordinary General Meeting (EGM) — held as needed

## First AGM

RuleDetail
Time LimitWithin 9 months from closing of first FY
Year of IncorporationNo AGM needed
ExtensionNOT allowed for first AGM

## Subsequent AGMs

RuleDetail
Time LimitWithin 6 months from closing of FY
Gap between two AGMsNot more than 15 months
ExtensionUp to 3 months by Registrar (special reasons)

## Time and Place (Sec 96(2))

  • Time: Between 9 a.m. and 6 p.m. on any day except a National Holiday.
  • Place:
  • Registered office, OR
  • Another place within the same city/town/village as the registered office.

## Exemptions / Special Cases

### Unlisted Company

May hold AGM at any place in India if all members give prior consent (written or electronic).

### Sec 8 Company

  • Time, date, and place: Decided by Board considering general meeting directions.
  • Condition: Company must comply with Sec 137 (financial statements) and Sec 92 (annual return).

### Government Company

  • AGM between 9 a.m. – 6 p.m. on non-national holidays.
  • Registered office OR other places approved by CG.
  • Condition: Compliance with Sec 137 and Sec 92.

### Central Government

May exempt any company from these provisions, subject to conditions.

## Quick Reference Summary

AspectFirst AGMSubsequent AGM
Time Limit9 months from end of 1st FY6 months from end of FY
ExtensionNot allowedUp to 3 months
Required in year of incorporationNoN/A
Maximum gapN/A15 months between AGMs

Worked example

### Example 1

Example 1: ABC Pvt Ltd was incorporated on 1st July 2023. Its first FY closes on 31st March 2024. By when must it hold its first AGM?

Answer: First AGM must be held within 9 months of closure of first FY, i.e., by 31st December 2024. No AGM needed during the year of incorporation (2023).

### Example 2

Example 2: XYZ Ltd held its AGM on 30th September 2023. By when must the next AGM be held?

Answer: As per Sec 96, the gap cannot exceed 15 months, so latest by 30th December 2024. Also, it must be within 6 months of FY close (31st March 2024), i.e., by 30th September 2024. The earlier of the two applies — 30th September 2024.

### Example 3

Example 3: A company seeks extension of its first AGM by 2 months due to floods. Will Registrar grant it?

Answer: No. Sec 96 specifically prohibits extension of the first AGM. Extension up to 3 months is available only for subsequent AGMs.

### Example 4

Example 4: Can an unlisted company hold its AGM in a different city?

Answer: Yes, but only if all members give prior consent in writing or electronically. Otherwise, AGM must be at registered office or within the same city/town/village.

⚠️ Common exam mistakes

  • Confusing 9 months (first AGM) with 6 months (subsequent AGMs).
  • Forgetting that extension is never available for the first AGM.
  • Missing the dual condition for subsequent AGMs: both 6 months from FY close AND 15-month gap.
  • Believing AGMs cannot be held on Sundays — they can; only National Holidays are excluded.
  • Assuming any holiday qualifies for exclusion — Sec 96 specifies National Holiday (declared by CG), not gazetted/public holidays.
Bare-Act text Section 96 · Companies Act, 2013 · click to expand
Sec 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.
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