Annual General Meeting (AGM)
Mandatory Compliance for Companies

AGM stands for Annual General Meeting, a mandatory yearly gathering of company shareholders, directors, and stakeholders as Section 96 of the Companies Act 2013 requires. Every company except a One Person Company (OPC) must hold an AGM to ensure transparency in corporate governance, present annual financial performance, seek approval for business decisions, and appoint directors and auditors. The AGM serves as a crucial platform for shareholders to exercise voting rights and stay informed about company operations.

For companies following the April to March financial year, the AGM for FY 2024-25 must be held by September 30, 2025. The Companies Act 2013 mandates an AGM within 6 months from the financial year-end, ensuring that there is no more than 15 months between consecutive AGMs. For newly incorporated companies, the first AGM must be held within 9 months from the first financial year-end. Listed companies in the top 100 by market capitalisation must hold an AGM within 5 months as per SEBI LODR Regulations.

Yes, companies can conduct virtual AGM through Video Conferencing or Other Audio audio-visual means until September 30, 2025, as per MCA General Circular No. 09/2024. Companies must provide a mandatory e-voting facility, ensure a robust technology platform with two-way communication, send notices via email to registered addresses, and maintain a digital recording of proceedings. The virtual AGM facility does not extend statutory deadlines, and companies failing to meet timelines remain liable under the Companies Act 2013.

Companies must provide at least 21 clear days notice before AGM as Section 101 of the Companies Act 2013 mandates, excluding dispatch and meeting days. AGM notice must be sent to all members, directors, auditors, and debenture trustees through registered post, speed post, or email. The notice should include a complete agenda, explanatory statements, annual report, financial statements, and proxy forms. Listed companies must additionally publish a notice in newspapers and on the company website.

AGM attendance is mandatory for all shareholders including equity and preference shareholders, legal representatives of deceased members, all directors, statutory auditors, company secretary, and debenture trustees if applicable. The notice must be sent to each eligible person at least 21 days before meeting with a complete agenda and supporting documents. Listed companies must also invite institutional investors and stock exchange representatives for transparency requirements.

Companies failing to conduct AGM within prescribed time face penalties under Section 99 of Companies Act 2013, including fines up to ₹1 lakh for the company and every defaulting officer. Additional penalty of ₹5,000 per day applies for continuing defaults. The National Company Law Tribunal may order conducting AGM, impose further penalties, and restrict company operations until compliance. Directors may face disqualification for non-compliance with governance norms.

Yes, companies can apply for AGM extension up to 3 months through Form GNL-1 filed with ROC before the original due date. The application must specify valid reasons such as director unavailability, audit completion delays, or merger proceedings. ROC examines applications based on merits and grants extension if reasons are justified. Extension fees may apply, but no extension is available for the first AGM of newly incorporated companies.

Ordinary business includes the consideration of audited financial statements, directors' and auditors' reports, dividend declarations, director appointments for replacing retiring members, and auditor appointments for remuneration fixation. These five items don't require explanatory statements per Section 102(2). Any other business constitutes special business requiring detailed explanatory statements containing material facts, reasons, director interests, and impact on company operations.

For private companies, minimum 2 members present constitute quorum for AGM. For public companies: 5 members if membership is up to 1,000; 15 members between 1,000 and 5,000; and 30 members if exceeding 5,000. If a quorum is not present within 30 minutes, the meeting adjourns to the same day next week. For adjourned meetings, members present constitute a quorum irrespective of number.

AGM must be held at registered office or within the city, town, or village where the registered office is situated per Section 96(2). Government companies can hold AGM at Central Government approved locations with prior permission. Unlisted companies may conduct AGM anywhere in India with written consent from all members. Virtual AGM can be conducted from any location with proper technology setup, but cannot be held on national holidays.

Essential documents include Board resolution fixing AGM date and agenda, audited financial statements, Directors' report per Section 134, auditor's report, AGM notice with explanatory statements, proxy forms, register of members, and previous AGM minutes. Additional documents include share transfer register, annual return filed with ROC, and e-voting setup documents. All documents must comply with Companies Act 2013 and Secretarial Standards-2.

AGM notice must contain precise date, time, venue, complete agenda, explanatory statements for special business, proxy forms, and e-voting instructions. Include annual report, financial statements, and Directors' report with dispatch. Send through registered post, speed post, or email to registered addresses at least 21 clear days before the meeting. Listed companies must additionally publish a notice in newspapers and on the company website.

Companies must prepare AGM minutes within 30 days, file Form MGT-15 with ROC within 30 days containing a proceedings summary, submit special resolutions through Form MGT-14, file director changes in Form DIR-12, and update annual return in Form MGT-7 within 60 days. Form AOC-4 for financial statements must be filed within 30 days of the AGM. Late filing attracts immediate penalties with no cap on accumulation.

Yes, shareholders can appoint proxies per Section 105 of Companies Act 2013. Proxy forms must be filed at least 48 hours before meeting. The proxy holder need not be a company member but requires proper authorization with signed proxy form. Corporate members must appoint authorized representatives through board resolution. E-voting facilities may reduce proxy dependence but both options remain available.

Ordinary resolutions require a simple majority (over 50%) for routine business like account adoption and director appointments. Special resolutions need at least a 75% majority for matters like constitutional changes, name changes, and capital reduction. Special resolutions require explanatory statements and may need longer notice periods. Both require proper quorum and valid meeting conduct for legal enforceability.

One Person Companies (OPC) per Section 2(62) are completely exempted from AGM requirements. All other companies including private, public, government, Section 8, foreign companies, and subsidiaries must mandatorily conduct AGM annually. The Central Government may grant specific exemptions under Section 96(2) with conditions, but such exemptions are rare and require compelling justification for governance maintenance.

Statutory auditors must attend the AGM to present the audit report, clarify findings, answer shareholder queries about financial statements, and explain qualifications or adverse remarks. Auditors have the right to speak on matters concerning them and must draw attention to significant issues affecting company operations. Their presence ensures transparency in financial reporting and enhances investor confidence in governance standards.

AGM can be held on weekends and public holidays, but not on national holidays declared by the Central Government (Republic Day, Independence Day, Gandhi Jayanti). Meetings must be during business hours between 9 AM and 6 PM. Companies should consider member convenience while selecting dates. Virtual AGM provides timing flexibility and reduces travel constraints for participants.

Virtual AGM requires a robust video conferencing platform with two-way communication, mandatory e-voting facility, participant authentication, real-time chat for queries, recording capability, and secure access controls. The platform must handle multiple participants, provide technical support, maintain proceedings records with date stamps, and ensure backup systems. Companies must test infrastructure before AGM and provide helpdesk support.

Professional AGM compliance services range from ₹5,999 to ₹25,000 depending on company size, complexity, virtual/physical requirements, and shareholder numbers. Cost includes notice preparation, board meeting coordination, venue arrangement, meeting conduct support, e-voting setup, minute preparation, and post-AGM filings. Listed companies may require higher investment due to enhanced compliance requirements and the complexity of stakeholder management.

Failure to file post-AGM forms like MGT-15, MGT-14, or DIR-12 attracts penalties under the Companies Act 2013. Late filing fees range from ₹200 to ₹100,000, depending on company size and delay period. Additional fees of ₹100 per day apply for delayed filings. Non-filing may result in director disqualification, company operation restrictions, and striking off proceedings by the ROC.

Foreign shareholders can participate physically by visiting India or virtually through video conferencing per current MCA guidelines. They can appoint proxies resident in India with proper authorization. Virtual AGM significantly enhances overseas participation without travel requirements. Companies must provide adequate notice considering time zone differences and ensure platform accessibility from international locations.

When an auditor resigns before AGM, companies must appoint a new auditor per Section 139, obtain consent and eligibility certificate, present resignation letter during AGM with explanations, and seek shareholder approval for new appointment with remuneration. The outgoing auditor's report must be presented if available. Special resolution may be required for mid-term changes with proper disclosures.

Listed companies have enhanced requirements, including newspaper notice publication, stock exchange intimation, enhanced e-voting facilities, webcast for top 100 companies, detailed transcript submission, and SEBI LODR compliance. They must provide institutional investor facilities, maintain higher transparency, submit voting results within two working days, and ensure broader stakeholder accessibility with independent director participation.

AGM resolutions are valid immediately and remain effective until revoked through proper procedures. Ordinary resolutions like director appointments are valid for specified terms (usually 5 years), dividend declarations enable immediate distribution, and auditor appointments remain valid until the next AGM. Special resolutions for constitutional changes remain permanently effective unless altered through future AGMs or EGMs.

No, the Chairman must preside physically or through video conferencing for virtual meetings. If unavailable, the Board can appoint another director as Chairman for that specific AGM through proper resolution. Chairman's presence is essential for conducting procedures, maintaining quorum, managing discussions, and validating resolution outcomes. Absence without a proper alternate appointment may invalidate the meeting.

No minimum duration is specified under Companies Act 2013, but sufficient time must be allocated for proper account presentation, auditor report discussion, and meaningful shareholder deliberation. Duration depends on agenda complexity, shareholder numbers, and discussion depth. Adequate time must ensure for effective governance and informed decision-making, as rushed meetings may face legal challenges.

AGM minutes must be prepared within 30 days, signed by the Chairman, and maintained in the Minutes Book at the registered office per Section 118. Minutes should contain proceedings summary, discussion highlights, resolutions with voting details, and attendee lists. They serve as legal evidence and must be available for member inspection during business hours with digital backup maintenance.

AGM is a mandatory annual meeting for routine business like account adoption and director appointments, while EGM addresses urgent matters requiring immediate approval that cannot wait until the next AGM. AGM has prescribed ordinary business per Section 102, while EGM deals exclusively with special business requiring explanatory statements. Different notice requirements and calling procedures apply.

No, only one AGM per financial year is permitted per Section 96 to maintain annual governance cycles. If first AGM covers multiple years due to incorporation timing, subsequent AGMs must follow annual schedule. Companies requiring additional shareholder meetings should convene EGMs for urgent business decisions rather than multiple AGMs to avoid legal complications and governance irregularities.