Think of the Annual General Meeting (AGM) as a company's mandatory yearly check-in with its shareholders — the one meeting where owners hold management accountable. Section 96 lays down exactly when, where, and how this must happen. Every company except a One Person Company (OPC) must hold one.
The core timing rule has two parts. First, not more than 15 months can pass between two consecutive AGMs — this is the outer limit. Second, the AGM must be held within 6 months from the close of the financial year (so for a March 31 year-end, AGM must happen by September 30). There's a special rule for the first AGM: it must be held within 9 months from the close of the first financial year — the company gets extra time because it's still setting up. Bonus: if a company holds its first AGM, it does not need to hold another AGM in the year of its incorporation. The Registrar of Companies (RoC) can extend the AGM deadline by up to 3 months for special reasons, but only for AGMs other than the first one.
For the venue and timing: AGMs must be held between 9 AM and 6 PM on a day that is not a National Holiday. It must be held either at the registered office or somewhere else within the same city, town, or village as the registered office. There's a useful exception for unlisted companies — they can hold their AGM anywhere in India, provided all members give advance written or electronic consent. One more thing: a "National Holiday" here means only what the Central Government declares as one — so state public holidays don't count for this purpose. This is a classic exam trick.
Example 1 — Standard AGM Deadline
Rajesh & Co. Pvt. Ltd. was incorporated in 2018. Its financial year ends on 31st March 2025.
- Last AGM was held on 20th August 2024
- Question: By when must the next AGM be held?
Working:
- Rule 1: Within 6 months of FY close → 31 March 2025 + 6 months = 30 September 2025
- Rule 2: Not more than 15 months from last AGM → 20 August 2024 + 15 months = 20 November 2025
- The AGM must be held by the earlier of the two limits
- Final Answer: AGM must be held by 30 September 2025
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Example 2 — First AGM Special Rule
Ms. Iyer incorporates a private company on 1st July 2024. The first financial year closes on 31st March 2025.
- Question: By when must the first AGM be held? Is another AGM needed in FY 2024–25?
Working:
- First AGM deadline = 9 months from close of first FY → 31 March 2025 + 9 months = 31 December 2025
- Since the company was incorporated in 2024 and holds its first AGM in 2025, no AGM is required in the year of incorporation (2024)
- Final Answer: First AGM by 31 December 2025; no AGM needed in 2024
📖 Bare Act text — Section 96, Companies Act 2013
(click to expand)
(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 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. (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. Explanation.—For the purposes of this sub-section, "National Holiday" means and includes a day declared as National Holiday by the Central Government.