# Annual General Meeting (AGM) [Sections 96, 97 & 121]

## Applicability

Every company except OPC must hold an AGM once every year (except in the year of incorporation).

## Time Period for Holding AGM

AGM Type	Time Limit	Extension Possible?
First AGM	Within 9 months from closing of 1st FY	No extension
Subsequent AGMs	Within 6 months from closing of FY	ROC may extend by up to 3 months for special reasons

Gap rule: Gap between two AGMs shall not exceed 15 months.

## Time, Day and Place

Aspect	Rule
Time	Business hours — between 9 AM and 6 PM
Day	Any day other than a national holiday (e.g., 2nd October)
Place	At registered office OR any other place within the same city/town/village as registered office

### Exceptions to Place Rule

Company	Modified Rule
Unlisted Company	May be held anywhere in India with prior consent of ALL members in writing/electronic mode
Section 8 Company (no default u/s 92 & 137)	Time, date & place decided by BOD per directions in general meeting
Government Company (no default u/s 92 & 137)	May also be held at place approved by CG

## NCLT Calling AGM [Section 97]

If the company defaults in holding AGM:

NCLT may call AGM on application by a member.
NCLT may give such directions as it thinks expedient, including that a single member present in person or by proxy may constitute the meeting.

## Report on AGM [Section 121]

Applies to Listed Companies only.

Prepare report (in addition to minutes) confirming meeting was convened & conducted as per provisions.
Contents: day, date, hour, venue, quorum, adjournment, change in venue, etc.
Signed by: Chairman of the meeting OR (if chairman unable) by 2 directors (one of whom shall be MD) and the CS.
File Form MGT-15 with ROC within 30 days of conclusion of AGM.

### Penalty for Non-Filing of Report

Defaulter	Penalty
Company	₹1 lakh + ₹500/day after first day (max ₹5 lakhs)
Officer in default	Not less than ₹25,000 + ₹500/day after first day (max ₹1 lakh)

Worked example

### Example 1

Example 1: ABC Ltd was incorporated on 15th January 2024 and its first FY ends on 31st March 2025. By when must its first AGM be held?

Answer: Within 9 months from closing of 1st FY — by 31st December 2025. No extension is possible for first AGM.

### Example 2

Example 2: XYZ Ltd's FY ended on 31st March 2024 and AGM is due by 30th September 2024. Due to genuine reasons, can it postpone to 31st December 2024?

Answer: Yes — ROC may extend subsequent AGMs by up to 3 months for special reasons. The company must apply to ROC for extension; if granted, AGM can be held by 31st December 2024.

### Example 3

Example 3: An unlisted private company wants to hold AGM in Singapore where most directors reside. Is this permitted?

Answer: No. AGM must be held in India. An unlisted company may hold AGM anywhere in India (not outside India) with prior consent of ALL members in writing/electronic mode.

⚠️ Common exam mistakes

Allowing extension for the first AGM — extension is permitted only for subsequent AGMs.
Forgetting the 15-month gap rule between two AGMs.
Confusing 'national holiday' with public holidays — only days declared as national holiday by CG count.
Treating unlisted company exception as allowing AGM outside India — it must still be in India.
Forgetting MGT-15 (Report on AGM) applies only to LISTED companies.

Bare-Act text Section 96, 97 & 121 · 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.

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