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Time Limit for holding Annual General Meeting (AGM)

All the companies, that are registered under the Companies Act, 2013 or any other previous Indian Laws, are required to hold an annual general meeting in each year. Here, a year means a calendar year.

Here, the companies include all kinds of companies viz. public or private or producer company whether listed or unlisted in any stock exchanges.

Exception: A One Person Company (OPC) is not required to hold any annual general meeting.


TIME LIMIT FOR HOLDING FIRST ANNUAL GENERAL MEETING (AGM)

Provisions under Section 96 of the Companies Act, 2013:

A company, which is newly incorporated/registered, is required to hold its first Annual General Meeting within 9 months from the date of closing of the 1st financial year of the company. 


And, in case the 1st AGM is held within the time limit as mentioned above, the company is not required to hold any AGM in the 
year of its incorporation.





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


Provisions under Section 96 of the Companies Act, 2013:

The 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.



MAXIMUM 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.


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-1 along with certified true copy of the Board Resolution, extend the period for holding the Annual General meeting for a period not exceeding 3(three) months.

The companies are not allowed to make an application for extension of time for the first Annual General Meeting. 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.






TIMING OF HOLDING AGMs

The company, while deciding the date and time of the AGM, should keep in mind two important aspects:

i) AGM date shall not be a National Holiday as declared by Central Govt; and
ii) AGM time shall be during business hours i.e. between 9am and 6pm.


VENUE OF THE AGM

AGM of a company shall be held -
i) either at its registered office;
ii) or some other place within the city, town or village in which its registered office is situated.

In exceptional cases, AGM of an unlisted company may be held at any place in India.

This is subject to the condition that the company obtains consent in writing or by electronic mode from the shareholders in advance.


EXAMPLE
Illustration #1
(First and Second AGMs)

Particulars
Date
Date of Incorporation
15.04.2018
Date of closing of the first financial year
31.03.2019
Due Date of 1st AGM (within 9 months from the date of closing of the first financial year)
31.12.2019
Date of closing of the second financial year
31.03.2020
Due date of 2nd AGM (within 6 months from the date of closing of the second financial year)
30.09.2020





Illustration #2
(Time gap between 2 AGMs not to exceed 15 months)

Particulars
Date
Actual date of previous AGM
20.06.2019
Date of closing of current financial year
31.03.2020
Due date of next AGM (if calculated within 6 months from the date of closing of financial year i.e. 6 months from 31.03.2020)
30.09.2020
Due date of next AGM (if calculated not more than 15 months shall elapse between 2 AGMs i.e. 15 months from 20.06.2019)
19.09.2019


Next AGM should be held on or before the earlier of the above two due dates i.e. 19.09.2020 and 30.09.2020
19.09.2020



Comments

  1. P lease explain what is procedure for information to share holders for extension of AGM,either needs any publication of intimation to share holders

    ReplyDelete
  2. what is the minimum gap between two AGMs one must have ?

    ReplyDelete
    Replies
    1. Gap shall not be more than 15 months i.e. if you had conducted the earlier AGM in the month of 20th April, 2017, next AGM shall be conducted on or before 20th July, 2018

      Delete
  3. Can we hold the agm upto 31st July 2018 as the gap id 15 months and not o. of days.

    ReplyDelete
  4. Nikhil Patel18 June, 2018

    Well explained. Thank you.

    ReplyDelete
  5. Company incorporated on Feb 15, 2017. when first AGM need to be held?

    ReplyDelete
    Replies
    1. In this case, the first financial year closing date would be 31st March 2018. [Ref: section 2(41) - definition of financial year]

      First AGM would have to be hold within nine months from the date of closing of first financial year i.e. 9 months from 31st March 2018 in your case. [Ref: section 96(1) - AGM provisions]

      So, 1st AGM due date should be 31st December 2018.

      Delete
  6. If a Company is incorporated on 2nd March 2019, and then held its first AGM on 6th April 2019. Is it legal to do so.??

    ReplyDelete

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