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Annual General Meeting (AGM) in India – Sec 96 Companies Act 2013, Notice & Quorum, Ordinary & Special Business, AOC-4 / MGT-7 Filings, E-Voting & Listed-Co. SEBI LODR Compliance
An Annual General Meeting (AGM) — governed by Section 96 of the Companies Act 2013 — is the mandatory annual gathering of members of every company (other than a One Person Company) to consider audited financial statements, declare dividend, retire / re-appoint directors, and ratify / appoint auditors. The first AGM must be held within 9 months from the close of the first financial year; every subsequent AGM must be held within 6 months from the close of the financial year (i.e., by 30 September) and the gap between two AGMs cannot exceed 15 months. Extension up to 3 months may be granted by ROC for special reasons (other than first AGM).
AGM business is split into ordinary business (Sec 102(2)) — adoption of accounts, dividend, director retirement by rotation, auditor appointment / ratification — and special business, each item of which needs an explanatory statement under Sec 102. AGMs require 21 clear days' notice, must be held during business hours (9 AM – 6 PM), on a day that is not a national holiday, and at the registered office or in the city / town / village where the registered office is situated. Post-AGM filings include Form AOC-4 / AOC-4 XBRL within 30 days, Form MGT-7 / MGT-7A within 60 days, and Form MGT-14 within 30 days of any special resolution. Our AGM compliance services cover the full cycle — board calling, notice / explanatory statement, e-voting, scrutiniser report, SS-2 minutes, ROC filings, and SEBI LODR disclosures for listed companies.
Sec 96
Companies Act 2013
By 30 Sep
Within 6 Months of FY End
21 Clear Days
Notice Period (Sec 101)
15-Month Gap
Max Between Two AGMs
Laws & Forms We Work With
Companies Act 2013
Sec 96 – AGM
Sec 101 – Notice
Sec 102 – Explanatory Stmt
Sec 103 – Quorum
Sec 105 – Proxy
Sec 108 – E-Voting
Sec 109 – Poll
Sec 117 / 137
Form AOC-4
Form MGT-7 / 7A
Form MGT-14
SS-2 (ICSI)
SEBI LODR Reg 44
AGM Compliance Buckets We Handle
Calling AGM
Board Calling & Scheduling
Sec 173 board meeting to approve audited financials, fix AGM date / time / mode (physical / VC-OAVM), record date, and approve notice and explanatory statement.
- Approve financials
- Sec 173 calling resolution
- Date / time / venue
- Cut-off / record date
- Mode: physical / VC-OAVM
- Approve notice + ES
Timing
AGM Timeline (Sec 96)
First AGM within 9 months of first FY end; subsequent AGM within 6 months of FY end and within 15 months of last AGM. ROC may extend by up to 3 months for special reasons.
- First AGM — 9 months
- Next AGMs — 6 months
- By 30 September
- 15-month max gap
- 3-month ROC extension
- OPC exempt
Day & Place
Day, Time & Place Rules
Held during business hours (9 AM – 6 PM), on a day not declared a national holiday, at registered office or any other place in same city / town / village (subject to AOA & central-govt. rules for unlisted public cos in any place in India).
- 9 AM – 6 PM
- Not on national holiday
- RO or same city / town
- Govt. cos — relaxed rule
- Unlisted public cos — anywhere
- VC-OAVM permitted
Notice / ES
Notice & Explanatory Statement
21 clear-day notice to every member, director, auditor, and debenture trustee; explanatory statement under Sec 102 for every item of special business; shorter notice with 95% consent.
- 21 clear days
- Sec 101 modes
- Sec 102 ES
- Director interest
- MGT-11 proxy form
- 95% shorter consent
Business
Ordinary & Special Business
Ordinary business — adoption of accounts (with auditor & board reports), dividend, retirement by rotation (Sec 152), auditor appointment / ratification (Sec 139). Anything else is special business.
- Adoption of accounts
- Dividend declaration
- Director retirement
- Auditor appointment
- Special business + ES
- Sec 102(2) classification
Quorum / Proxy
Quorum & Proxy
Quorum (Sec 103) — public co: 5 / 15 / 30 based on size; private co: 2 personally present. Proxy (Sec 105) — Form MGT-11; one person ≤ 50 members and ≤ 10% capital.
- Sec 103 quorum
- Public 5 / 15 / 30
- Private — 2
- MGT-11 proxy
- Adjournment by 7 days
- No vote on show of hands
E-Voting
E-Voting & Poll
Listed cos & cos with ≥1,000 members must offer remote e-voting under Sec 108 (Rule 20); poll under Sec 109; scrutiniser report (Form MGT-13) within 3 days; chairman's declaration of results.
- Sec 108 e-voting
- Rule 20 trigger
- NSDL / CDSL / NIC
- Sec 109 poll
- MGT-13 scrutiniser
- SEBI LODR Reg 44
Post-AGM
AOC-4 / MGT-7 / MGT-14
Post-AGM ROC filings — AOC-4 / AOC-4 XBRL within 30 days, MGT-7 / MGT-7A within 60 days of AGM, and MGT-14 within 30 days of every special resolution.
- AOC-4 — 30 days
- MGT-7 — 60 days
- MGT-14 — 30 days
- Audited financials
- Director's report
- Sec 137 / 92 mandate
Key Concepts in AGM Compliance
Sec 96
AGM Mandate
Every company except OPC must hold an AGM each calendar year — gap between two AGMs cannot exceed 15 months. First AGM within 9 months of first FY close.
Mandatory
15-Month Gap
Sec 96(1)
Subsequent AGMs
Subsequent AGMs must be held within 6 months from the close of the financial year — i.e., by 30 September for cos following April–March year. ROC can grant up to 3-month extension.
By 30 Sep
3-Month Extension
Sec 101
21 Clear Days' Notice
Notice in writing or electronic mode to every member, legal rep of deceased / insolvent member, auditor, and director — minimum 21 clear days before AGM.
21 Clear Days
All Members
Sec 102
Ordinary vs Special Business
Ordinary business — accounts, dividend, retiring directors, auditor. Special business — every other item, with a Sec 102 explanatory statement disclosing material facts and interests.
Ordinary
Special + ES
Sec 103
Quorum
Public co: 5 (≤1,000 members) / 15 (1,001–5,000) / 30 (>5,000) personally present. Private co: 2 members personally present. AOA may prescribe higher.
5 / 15 / 30
Private — 2
Sec 137
AOC-4 — 30 Days
Adopted financial statements must be filed with ROC in Form AOC-4 / AOC-4 XBRL within 30 days of AGM; if not adopted, file unadopted financials within 30 days and adopted within 30 days of adoption.
30 Days
XBRL (Listed)
Sec 92
MGT-7 — 60 Days
Annual return (Form MGT-7 / MGT-7A for small & OPC) must be filed within 60 days of AGM — capital, members, directors, indebtedness, RPTs, certifications.
60 Days
MGT-7A — Small / OPC
Sec 99
Default in Holding AGM
If default — every officer in default may be punished with a fine up to ₹1 lakh and ₹5,000 per day of continuing default; NCLT (Sec 97) may direct AGM on application by any member.
₹1 Lakh Fine
NCLT Sec 97
Our AGM Compliance Services
AGM Calendar & Planning
FY-end mapping, Sec 96 timeline, board / audit / committee scheduling, dividend planning, and end-to-end AGM calendar with stage-gate dates.
Audit & Financial Closure
Co-ordination with statutory auditor, audit report, board's report, Form AOC-2 (RPT), CSR report, secretarial audit (where applicable), and adoption-ready financials.
Board Calling Resolution
Sec 173 board meeting drafting — approval of accounts, AGM date / time / mode, record / cut-off date, notice and explanatory statement, and scrutiniser appointment.
Notice + Sec 102 ES
21 clear-day notice, Sec 102 explanatory statement for special business, MGT-11 proxy form, route map / VC link, and dispatch by hand / post / electronic mode.
VC-OAVM AGM
Conducting AGMs through VC / OAVM as permitted by MCA general circulars — platform setup, two-way audio-visual, recording, Q&A, and integrated e-voting.
E-Voting Setup (Listed / ≥1,000)
Engaging NSDL / CDSL / NIC e-voting service provider, scrutiniser appointment, voting period setup, MGT-13 report, and SEBI LODR Reg 44 compliance.
Conducting the AGM
Chairman script, attendance register, quorum confirmation, proxy verification, voting (show of hands / poll / e-voting), and chairman's declaration of results.
Minutes (SS-2 / Sec 118)
Drafting AGM minutes within 30 days as per ICSI Secretarial Standard SS-2, signing by chairman, entry in minutes book, and record-retention.
Form AOC-4 (30 Days)
Filing audited financials in AOC-4 / AOC-4 XBRL within 30 days — directors' report, auditor's report, AOC-2, CSR-2, secretarial-audit report, and SRN tracking.
Form MGT-7 (60 Days)
Annual return drafting — capital, member list, directors, RPTs, indebtedness; MGT-8 certification (where applicable); MGT-7A for small / OPC; SRN tracking.
Form MGT-14 (Special)
Filing certified copies of special resolutions passed at AGM with ROC in Form MGT-14 within 30 days, with explanatory statement and altered MOA / AOA.
Stock-Exchange Disclosures
Listed cos — Reg 30 outcome of AGM, Reg 44(3) voting results within 2 working days, scrutiniser report upload, dividend record date, and BSE / NSE intimations.
When You Need AGM Compliance Support
First AGM after Incorporation
Newly-incorporated co — first AGM within 9 months of first FY end; first board / auditor / accounts cycle and statutory-register setup.
Annual AGM Cycle
April–September every year — board meetings, audit, AGM by 30 September, AOC-4 / MGT-7 within 30 / 60 days; standard yearly retainer.
Extension Request to ROC
Where AGM cannot be held by 30 September — application to ROC for extension up to 3 months for special reasons (Sec 96 proviso).
VC-OAVM AGM Setup
AGMs to be held via VC / OAVM as per MCA circulars — platform, recording, integrated e-voting, and detailed minute-keeping.
E-Voting Trigger
Crossed 1,000 members or recently listed — must implement remote e-voting under Sec 108; ESP onboarding and scrutiniser engagement.
Listed-Co. AGM
SEBI LODR Reg 30 / 44 disclosures, voting results within 2 working days, dividend record date, and stock-exchange filings.
Default — AGM Not Held
AGM missed for one or more years — penalty quantification, Sec 97 NCLT application, compounding, and clean compliance reset.
Investor / Lender Diligence
VC / PE / acquirer / lender requesting last 3-5 years of AGM minutes, AOC-4 / MGT-7 SRNs, and director-rotation trail — gap-cure and certification.
Documents Needed for AGM
Company Records
- CIN / Certificate of Incorporation
- MOA & AOA (latest)
- Statutory registers (Sec 88)
- Last AGM minutes
- Board minutes calling AGM
- Register of Members (BENPOS)
- PAN / TAN / GST
Audit / Financial
- Audited financial statements
- Auditor's report (3CA / 3CD if applicable)
- Director's report + AOC-2
- CSR report & CSR-2
- Secretarial audit MR-3 (if applicable)
- Cost-audit report (if applicable)
- Dividend recommendation note
Notice / Voting / Filing
- AGM notice (21 clear days)
- Sec 102 explanatory statement
- MGT-11 proxy form
- Attendance & proxy register
- E-voting / poll / scrutiniser report
- Signed minutes (SS-2)
- AOC-4, MGT-7, MGT-14 attachments
Our AGM Engagement Process
1
Calendar & Audit
FY closure plan, audit co-ordination, director-rotation mapping, dividend & CSR review, and AGM calendar lock.
2
Board & Notice
Sec 173 board approval, AGM notice + Sec 102 ES, MGT-11 proxy, e-voting / VC setup, and dispatch.
3
Conduct AGM
Chairman script, quorum, voting (show of hands / poll / e-voting), scrutiniser report, and chairman declaration.
4
ROC Filings
AOC-4 (30 days), MGT-7 / 7A (60 days), MGT-14 (30 days for special resolutions), and SRN tracking.
5
Disclosures & Closure
SEBI LODR Reg 30 / 44 (listed), stock-exchange uploads, registers refreshed, archived records, and next-FY rollover.
Why Choose Us for AGM Compliance
✓
End-to-end AGM execution
✓
Sec 96 / 101 / 102 specialists
✓
VC-OAVM & e-voting setup
✓
Audit & AOC-4 / MGT-7
✓
SS-2 compliant minutes
✓
SEBI LODR Reg 30 / 44
✓
ROC extension / NCLT Sec 97
✓
Belated & arrears cleanup
FAQs on Annual General Meeting (AGM)
What is an AGM?
A mandatory yearly meeting of members held under Section 96 of the Companies Act 2013 to consider accounts, dividend, directors, and auditors.
When must the first AGM be held?
Within 9 months from the close of the first financial year.
When must subsequent AGMs be held?
Within 6 months from the close of the financial year, i.e., by 30 September, with a maximum gap of 15 months between two AGMs.
Is an AGM mandatory for OPC?
No, a One Person Company is exempt from holding an AGM.
What is the notice period for AGM?
21 clear days in writing or electronic mode under Section 101.
What is ordinary business at an AGM?
Adoption of accounts, declaration of dividend, retirement of directors by rotation, and appointment / ratification of auditors.
What is the quorum for an AGM?
Public co: 5, 15, or 30 members based on size. Private co: 2 members personally present.
Can ROC extend the AGM date?
Yes, ROC may grant an extension of up to 3 months for special reasons, except for the first AGM.
When must AOC-4 and MGT-7 be filed?
AOC-4 within 30 days of AGM and MGT-7 within 60 days of AGM.
What if a company fails to hold an AGM?
Penalties under Section 99 apply and any member may apply to NCLT under Section 97 to direct an AGM.
AGM Held. Filings Filed. Governance Closed — Year-on-Year.
Partner with our company-secretarial specialists for a seamless AGM — board calling, notice & explanatory statement, e-voting, scrutiniser report, SS-2 minutes, and AOC-4 / MGT-7 / MGT-14 filings.
Talk to an AGM Compliance Expert