whatsapp

Annual General Meeting (AGM)
Mandatory Compliance for Companies

Ensure complete AGM compliance for your company under the Companies Act 2013. Expert support for AGM notice, virtual meetings, statutory filings, and regulatory adherence with the professional backing from setindiabiz. Stay compliant with professional guidance and avoid penalties.

gRevew

What is the Annual General Meeting (AGM) for Companies?

AGM is the short form of Annual General Meeting, which is a mandatory annual compliance for every company registered under the Companies Act 2013. Section 96 of the Companies Act 2013 mandates that every company, except a One Person Company (OPC), must hold an AGM annually to ensure transparency between management (directors/board of directors) and shareholders. The AGM serves as a crucial platform for presenting annual accounts, appointing directors and auditors, declaring dividends, and conducting other statutory business as required by law. Companies failing to conduct AGM within prescribed timelines face penalties under Section 99 of the Companies Act 2013, including fines up to ₹1 lakh for the company and every defaulting officer, with additional penalties of ₹5,000 per day for continuing defaults.

100% Online ProcessTruly Digital
Cost‑EffectiveNo Office Visits
Fast IncorporationAll India Service

Who Needs to Hold an AGM?

All companies incorporated under the Companies Act 2013 must hold an AGM annually to maintain regulatory compliance and ensure stakeholder engagement, except One-Person Companies, which are specifically exempt.

Private Limited Companies

All private companies incorporated under the Companies Act 2013 must hold AGMs within prescribed timelines to maintain strict compliance with Section 96 provisions and avoid penalties.

Public Limited Companies

Listed and unlisted public companies mandatorily require annual AGM with enhanced compliance requirements, comprehensive shareholder participation mechanisms, and regulatory reporting.

Government Companies

Government-owned entities must conduct AGM with additional Central Government approval requirements for venue selection outside registered office city limits and enhanced oversight.

Section 8 Companies

Non-profit companies registered under Section 8 require AGM with Board-decided timelines, simplified procedures for effective governance management, and regulatory exemptions.

Listed Companies

Enhanced compliance requirements, including stock exchange notifications, newspaper publication, mandatory e-voting facility provision, investor relations protocols, and SEBI guidelines.

Indian Subsidiary Companies

Indian companies owned by foreign parents must comply with all AGM requirements under the Companies Act 2013, including venue restrictions and complete regulatory adherence protocols.

Timelines for AGM Compliance Under Companies Act 2013

Understanding AGM due dates requires grasping one fundamental distinction that often confuses business owners. The law treats your first AGM differently from all subsequent AGMs. Your first AGM gets nine months from your financial year-end, while every subsequent AGM gets only six months. This means if your financial year ends March 31st, your first AGM can be held by December 31st, but every AGM after that must happen by September 30th.

AGM Due Date Timeline Comparison

NoIncorporation DateWhich AGM?AGM Due Date
1.One of after 1st January 2025
  • No AGM during 2025-26
  • First AGM in 2026-27
On or before 31st December 2026
2.Between 1st January 2024 to 31st December 2024
  • First AGM during 2025-26
On or before 31st December 2025
3.On or Before 31st December 2023
  • Subsequent AGM During 2025-26
On or before 30th September 2025

The Companies Act 2013 includes an important exception for companies incorporated between January and March. Since these companies operate for three months or less in their first financial year, the law allows them to skip that truncated year entirely for AGM purposes. A company incorporated on March 15th, 2025, can treat the financial year ending March 31st, 202,6, as their first full financial year, giving them until December 31st, 2026, for their first AGM. This prevents the unfair situation where a company incorporated in March would need to hold an AGM by December for a financial year where they barely operated.

Standard Rule for AGM Due Date Under Different Conditions

NoScenarioRule
1.First AGM Timeline Under Section 96(1)Section 96(1) provides newly incorporated companies nine months from their first financial year-end to conduct their inaugural AGM. This extended timeline allows new companies to establish governance structures and complete their first audit. Companies need not hold AGM during the incorporation year, so a 2024-incorporated company conducts its first AGM only in 2025.
2.Subsequent AGM Timeline Under Section 96(1)As per Section 96 (1), all subsequent AGMs must be held within six months of the financial year-end. For April-March companies, every AGM after the first must be completed by September 30th. This shorter timeline reflects that established companies have developed efficient governance processes.
3.Maximum Gap Requirement Under Section 96(1)Section 96(1) mandates that gaps between consecutive AGMs must not exceed fifteen months under any circumstances. This safeguard ensures continuous shareholder engagement and prevents excessive AGM interval extensions. The fifteen-month rule creates structured governance cycles alongside the six-month timeline.
4.Enhanced Timeline for Listed Companies Under SEBI RegulationsTop 100 listed companies by market capitalisation face stricter five-month AGM timelines under SEBI LODR Regulation 44(5). This enhanced requirement ensures faster disclosure to investors and reflects greater public interest. These companies must also provide a live webcast of AGM proceedings.

Extension of AGM Due Date Process

Companies facing genuine difficulties in conducting AGM within statutory timelines can apply for extension through Form GNL-1 before the original due date expires (For example, for the FY 2024-25, the last date to apply for the extension of AGM is 30th September 2025). The Registrar of Companies may grant an extension up to a maximum of 3 months for valid reasons, including non-availability of directors, audit completion delays, merger and acquisition proceedings, or extraordinary circumstances. However, no extension is permitted for the first AGM of newly incorporated companies under any circumstances.

Valid Reasons for Extension:

  • check-box-blue.svg
    Delayed or unaudited financial statements due to the auditor's unavailability
  • check-box-blue.svg
    Director unavailability due to serious illness, demise, or disqualification
  • check-box-blue.svg
    Quorum issues or shareholder approval difficulties
  • check-box-blue.svg
    Corporate restructuring activities like mergers, acquisitions, or demergers
  • check-box-blue.svg
    Seizure of books and accounts by the Income Tax Department or the SFIO
  • check-box-blue.svg
    Force majeure events affecting normal business operations

Documents for Conducting Annual General Meeting

Accurate documentation forms the backbone of valid AGM proceedings under the Companies Act 2013. The most critical requirement is ensuring every shareholder receives proper notice at least 21 clear days before the meeting date, as mandated by Section 101, excluding both dispatch and meeting days. Proper documentation protects companies from disputes and penalties while ensuring transparency. Incomplete documentation can result in invalid resolutions and regulatory penalties.

List of Necessary Documents for Conducting AGM

Board Resolution for fixing AGM

Audited Financial Statements

Directors' Report as per Section 134

Statutory Auditor's Report

Notice of AGM with complete agenda

Explanatory statements and proxy forms

Previous AGM minutes for confirmation

Updated Register of Members

Additional Documentation Considerations:

Companies must maintain supporting records, including Share Transfer Register, Annual Return in Form MGT-7/MGT-7A, and Secretarial Audit Report if applicable. Post-AGM compliance requires Forms MGT-15, MGT-14, and DIR-12 for regulatory filings. Virtual AGMs need additional e-voting setup documents and video conferencing compliance certificates per MCA guidelines.

Virtual AGM Compliance Under Current MCA Guidelines 2024-25

As per MCA General Circular No. 09/2024 dated September 19, 2024, companies whose AGMs are due in the years 2024 and 2025 can conduct virtual AGMs through VC or OAVM on or before September 30, 2025. This extends the facility originally provided during the COVID-19 pandemic through various circulars, including 20/2020, 02/2022, 09/2023, and subsequent notifications. The circular emphasises that virtual meeting permission does not extend statutory AGM deadlines, and companies failing to meet timelines remain liable for legal action under appropriate provisions.

Virtual AGM Requirements and Technology Compliance: Virtual AGMs require mandatory e-voting, robust two-way audio-visual communication, email notice to shareholders, and digital recording with timestamps. Platforms must ensure secure access, participant authentication, real-time voting, and technical support. Companies need to test infrastructure, provide helpdesk support, and maintain backup systems. Platforms also require recording and storage, chat facilities, and compliance certification.

Mandatory Business Items for AGM Under Section 102

The Companies Act 2013 specifically defines ordinary business items that constitute the routine AGM agenda and must be transacted in every annual general meeting without requiring explanatory statements. Following are the Ordinary Business Items (As per Section 102(2))

Consideration and Adoption of

Audited Financial Statements

Detailed review and approval of Balance Sheet, Profit & Loss Account, Cash Flow Statement, and consolidated financial statements, if applicable, for the relevant financial year

Consideration of Directors' Report

and Auditor's Report

Comprehensive discussion on annual performance, business operations, audit findings, and management responses to stakeholder queries

Declaration of Dividend Based on

Board’s Recommendation

Shareholder approval for dividend distribution as recommended by the Board of Directors during the financial year, based on the company profitability and reserves

Appointment of Directors

In Place of Retiring Directors

Election of directors retiring by rotation and appointment of new directors as per company requirements and board succession planning

Appointment and Fixation of

Remuneration of Auditors

Selection of statutory auditors and approval of audit fees for the ensuing financial year, ensuring independence and competency standards

Confirmation of Last AGM

Minutes of Meeting

The shareholders must confirm the proceedings of the previous annual general meeting, which are kept as minutes of the AGM

Special Business Requirements:

Any business other than the above five items constitutes special business requiring detailed explanatory statements as per Section 102(1) of the Companies Act 2013. Explanatory statements must contain material facts, reasons for proposed resolution, director interests, and impact on company operations. Special business items include capital restructuring, related party transactions, employee stock option schemes, and major business decisions requiring shareholder approval.

Process for Conducting Annual General Meeting (AGM)

Conducting a compliant AGM requires systematic planning and execution within statutory timelines prescribed by the Companies Act 2013 to ensure legal validity and stakeholder satisfaction.

1

Step-1: Board Meeting and Planning (45-60 days before AGM)

The board of directors must convene to approve audited financial statements, Directors' Report, and fix the AGM date, time, and venue. This foundational step involves a comprehensive review of annual accounts, consideration of dividend recommendations, authorisation of the company secretary to prepare AGM notice, finalising of agenda items, including ordinary and extraordinary business. This critical planning phase requires coordination between the Board of Directors, statutory auditors, and company secretary, typically requiring 7-10 working days for completion.

2

Step-2: Preparation of AGM Notice and Documentation (30-35 days before AGM)

Draft comprehensive AGM notice including precise date, time, venue details, and complete agenda with explanatory statements for special business items. The notice must comply with Section 101 requirements, contain proxy forms, include annual report attachments, provide e-voting instructions, and include comprehensive shareholder participation guidelines. The Company Secretary prepares all documentation, ensuring compliance with Secretarial Standards-2 and Companies Act provisions, requiring 5-7 days for thorough preparation.

3

Step-3: Dispatch of AGM Notice to Stakeholders (21 days before AGM)

Send the AGM notice to all members, directors, auditors, and debenture trustees through registered post, speed post, or email as per registered addresses in compliance with the mandatory 21 clear-day notice period. Include the annual report, financial statements, Directors' report, auditor's report, and proxy forms with the notice dispatch. Listed companies must additionally publish a notice in newspapers and on the company website. The Registrar of Companies oversees strict compliance with notice period requirements.

4

Step-4: Arrangement for AGM Venue and Technology Setup (7-14 days before AGM)

Finalise the physical venue at the registered office or within the city, town, or village where the registered office is located as per Section 96(2) requirements. For a virtual AGM under MCA Circular 09/2024, set up a videoconferencing platform that is compliant with prescribed guidelines, arrange a secure e-voting facility, and ensure two-way audio-visual communication capability. Technology setup requires 3-5 days for testing, authentication, and technical rehearsals.

5

Step-5: Conducting the AGM (On scheduled date)

The chairman presides over the meeting, ensuring quorum requirements are fulfilled, presents annual accounts and reports, facilitates discussion on business items, conducts voting on resolutions, and addresses shareholder queries comprehensively. Record all proceedings for minute preparation, ensure statutory business transactions as per the agenda, and validate resolution passing procedures. Board members, the Company Secretary, and statutory auditors support the Chairman during the meeting conduct.

6

Step-6: Post-AGM Compliance and Filings (Within 30 days of AGM)

Prepare and sign AGM minutes within 30 days of meeting conclusion, file Form MGT-15 with ROC containing AGM proceedings report, submit special resolutions in Form MGT-14, update director appointments in Form DIR-12, and ensure annual return filing in Form MGT-7. The Company Secretary coordinates with the ROC for timely post-AGM compliance submissions to avoid penalties and maintain regulatory standing.

Essential Prerequisites for Valid AGM Conduct

Think of AGM prerequisites as the foundation stones of corporate governance. Without them, even the most well-intentioned meeting can crumble under legal scrutiny. The Companies Act 2013 establishes these requirements not as bureaucratic hurdles, but as essential safeguards that protect both companies and shareholders from potential disputes, invalid decisions, and regulatory penalties. Understanding these prerequisites helps you appreciate how each requirement serves a specific purpose in ensuring transparent, lawful, and effective shareholder meetings. When companies skip or inadequately fulfil these foundational steps, they risk invalidating their entire AGM proceedings, regardless of how well the actual meeting is conducted.

NoPrerequisite CategorySpecific RequirementsLegal Framework & Compliance Details
1.Board Resolution AuthorisationBoard approval for AGM date, time, venue selection and complete agenda finalisationSection 173 of the Companies Act 2013 requires board authorisation 45-60 days before AGM. Non-compliance leads to invalid meeting proceedings and potential director liability under governance provisions.
2.Notice Period ComplianceMinimum 21 clear days notice, excluding dispatch and meeting datesSection 101 mandates exactly 21 clear days notice period. Failure to comply makes AGM legally invalid, requiring complete reconvening with a proper notice period.
3.Notice Content RequirementsComplete agenda, explanatory statements for special business, proxy forms, e-voting instructionsSection 102 and Secretarial Standards-2 require comprehensive disclosure with notice dispatch. Inadequate content prevents informed shareholder decisions and makes resolutions legally questionable.
4.Document AttachmentsAnnual report, financial statements, Directors' report, auditor's reportSection 136 mandates document inclusion with notice dispatch. Missing attachments constitute incomplete disclosure, attracting regulatory penalties and stakeholder grievances.
5.Shareholder CommunicationNotice to all members, directors, auditors, and debenture trustees at registered addresses.Section 101 and Rule 18 require notice to all stakeholders 21 days before the AGM. Excluded parties can legally challenge the entire proceedings for procedural violations.
6.Listed Company PublicationsNewspaper publication in English and vernacular, website publicationSEBI LODR Regulations mandate public disclosure with notice dispatch. Non-compliance attracts stock exchange penalties and regulatory action from SEBI authorities.
7.Venue AuthorizationRegistered office or approved location within city limits, Central Government approval for exceptionsSection 96(2) governs venue selection 7-14 days before AGM. Unauthorised locations can invalidate proceedings, requiring fresh meeting arrangements.
8.Technology Setup (Virtual AGM)E-voting facility, secure video conferencing, participant authentication systemsMCA Circular 09/2024 requires robust technology setup 3-5 days before AGM. Technical failures during meetings constitute compliance violations affecting resolution validity.

Penalty for Defaults in AGM for Private Limited Companies

Private limited companies often operate with close-knit ownership and management structures, which can create a false sense of security about AGM compliance. However, the Companies Act 2013 applies the same stringent penalty framework to private companies as it does to larger enterprises, recognising that proper governance protects minority shareholders and creditors regardless of company size. When private company directors skip or delay their AGM obligations, they face personal financial liability alongside company penalties, making AGM compliance a critical priority for business sustainability and personal financial protection.

NoType of DefaulterNon-Compliance DescriptionPenalty Structure
1Private CompanyFailure to hold AGM within the prescribed timeline (Section 96)Fine up to ₹1,00,000 plus ₹5,000 per day continuing default
2Directors & KMPPersonal liability for AGM default under Section 99Individual fine up to ₹1,00,000 plus ₹5,000 per day personal liability. Persistent non-compliance would lead to disqualification (Section 164) of directorship for up to 5 years
3Company SecretaryProfessional negligence in AGM compliance documentationProfessional liability up to ₹50,000 and potential license issues

Frequently Asked Questions