Time Limit for holding Annual General Meeting (AGM)

All the Companies registered under the Companies Act, 2013 or any other previous Indian Laws, be it Public or Private or Producer Company whether Listed or Unlisted in any Stock Exchanges, are required to hold an Annual General Meeting on yearly basis. 

It is mandatory on every company to hold an annual general meeting in every calendar year.

Exception: A One Person Company (OPC) is not required to hold Annual General Meetings.

(1) TIME LIMIT FOR HOLDING FIRST ANNUAL GENERAL MEETING (AGM)

New Provisions under the Companies Act 2013 (section 96)


A newly incorporated Company is required to hold its First Annual General Meeting within a period of nine months from the date of closing of the first financial year of the company. 

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.


Old Provisions under the Companies Act 1956 (section 166)

A newly incorporated Company is required to hold its First Annual General Meeting within a period of not more than eighteen months from the date of its incorporation (the date as mentioned in the Certificate of Incorporation of that Company); and if such general meeting is held within that period, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation or in the following year, subject to the condition that the Company must comply with the provisions of Section 210 of the Companies Act 1956.

The Company is also required to comply with the provisions Section 210 of the Companies Act 1956, which has also a vital role in fixing the date of Annual General Meeting: As per the said Section 210 :

The Board of Directors of a Company shall lay before the members at the every Annual General meeting the followings financial statements -
(a) a balance sheet as at the end of the period specified in sub-section (3), and
(b) a profit and loss account for that period, which shall relate in the case of the first annual general meeting of the company, to the period beginning with the incorporation of the company and ending with a day which shall not precede the day of the meeting by more than nine months.

(2) TIME LIMIT FOR HOLDING 2ND AND SUBSEQUENT ANNUAL GENERAL MEETINGS (AGMs)

New Provisions under the Companies Act 2013 (section 96)


Companies are required to hold their 2nd and subsequent Annual General Meetings within a period of six months, from the date of closing of the financial year.

Old Provisions under the Companies Act 1956 (section 166)

There were no clear provisions as to the time limit for 2nd and subsequent AGMs of a company under the Companies Act 1956. However, the time limit was decided with reference to the provisions of section 210 of the Act, which is as follows.

As per Section 210, the Board of Directors of a Company shall lay before the members at the every Annual General Meeting the followings financial statements -
(a) a balance sheet as at the end of the period specified in sub-section (3), and
(b) a profit and loss account for that period, which shall relate in the case of any subsequent annual general meeting of the company, to the period beginning with the day immediately after the period for which the account was last submitted and ending with a day which shall not precede the day of the meeting by more than six months, or in cases where an extension of time has been granted for holding the meeting under the second proviso to sub-section (1) of section 166, by more than six months and the extension so granted.

(3) INTERVAL BETWEEN TWO AGMs

The provisions of Sub-Section (1) of Section 96 of the Companies Act, 2013 clearly states that the period between two Annual General Meetings shall not be more than (15) fifteen months.

(4) EXTENSION OF TIME LIMIT FOR HOLDING OF AGM
  • The Registrar of Companies may, on an application made to it by way of filing of Form GNL-2 with certified true copy of the Board Resolution/General Meeting Resolution, extend the period for holding the Annual General meeting for a period not excceeding 3(three) months.
  • The Companies are not allowed to make an application for extension of time for the First Annual General Meeting.
  • And, therefore, the non-holding of 1st AGM will be a non-compliance of the Section 96 of the Companies Act, 2013 and the Company will be liable for penal provisions.
(5) TIMING OF HOLDING AGMs

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


For Example:


Particulars
Date
Date of Incorporation
20.04.2014
Date of closing of the first financial year
31.03.2015
Due Date of 1st AGM (within 9 months from date of closing of the first financial year)
[First proviso to Section 96(1)]
31.12.2015
Date of closing of the second financial year
31.03.2016
Due date of 2nd AGM (not more than 15 months from 1st AGM ) (suppose the 1st AGM was held on 20.06.2015)
[Section 96(1)]
19.09.2016
Due date of 2nd AGM (within 6 months from date of closing of the second financial year)
[First proviso to Section 96(1)]
30.09.2016
Due date of 2nd AGM shall be earlier of above two
19.09.2016

Extra Notes:
  1. Section 96 & 129 of the Companies Act, 2013 came into effect from 1st April 2014. [MCA Notification dt. 26th March 2014]
  2. Corresponding provisions of Section 96 & 129 of Companies Act, 2013 were earlier prescribed under Section 166 & 210 of Companies Act, 1956 respectively.