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 173 board meeting to approve audited financials, fix AGM date / time / mode (physical / VC-OAVM), record date, and approve notice and explanatory statement.
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.
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).
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.
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.
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.
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.
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.
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.
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.
Notice in writing or electronic mode to every member, legal rep of deceased / insolvent member, auditor, and director — minimum 21 clear days before AGM.
Ordinary business — accounts, dividend, retiring directors, auditor. Special business — every other item, with a Sec 102 explanatory statement disclosing material facts and interests.
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.
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.
Annual return (Form MGT-7 / MGT-7A for small & OPC) must be filed within 60 days of AGM — capital, members, directors, indebtedness, RPTs, certifications.
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.
FY-end mapping, Sec 96 timeline, board / audit / committee scheduling, dividend planning, and end-to-end AGM calendar with stage-gate dates.
Co-ordination with statutory auditor, audit report, board's report, Form AOC-2 (RPT), CSR report, secretarial audit (where applicable), and adoption-ready financials.
Sec 173 board meeting drafting — approval of accounts, AGM date / time / mode, record / cut-off date, notice and explanatory statement, and scrutiniser appointment.
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.
Conducting AGMs through VC / OAVM as permitted by MCA general circulars — platform setup, two-way audio-visual, recording, Q&A, and integrated e-voting.
Engaging NSDL / CDSL / NIC e-voting service provider, scrutiniser appointment, voting period setup, MGT-13 report, and SEBI LODR Reg 44 compliance.
Chairman script, attendance register, quorum confirmation, proxy verification, voting (show of hands / poll / e-voting), and chairman's declaration of results.
Drafting AGM minutes within 30 days as per ICSI Secretarial Standard SS-2, signing by chairman, entry in minutes book, and record-retention.
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.
Annual return drafting — capital, member list, directors, RPTs, indebtedness; MGT-8 certification (where applicable); MGT-7A for small / OPC; SRN tracking.
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.
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.
Newly-incorporated co — first AGM within 9 months of first FY end; first board / auditor / accounts cycle and statutory-register setup.
April–September every year — board meetings, audit, AGM by 30 September, AOC-4 / MGT-7 within 30 / 60 days; standard yearly retainer.
Where AGM cannot be held by 30 September — application to ROC for extension up to 3 months for special reasons (Sec 96 proviso).
AGMs to be held via VC / OAVM as per MCA circulars — platform, recording, integrated e-voting, and detailed minute-keeping.
Crossed 1,000 members or recently listed — must implement remote e-voting under Sec 108; ESP onboarding and scrutiniser engagement.
SEBI LODR Reg 30 / 44 disclosures, voting results within 2 working days, dividend record date, and stock-exchange filings.
AGM missed for one or more years — penalty quantification, Sec 97 NCLT application, compounding, and clean compliance reset.
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.
FY closure plan, audit co-ordination, director-rotation mapping, dividend & CSR review, and AGM calendar lock.
Sec 173 board approval, AGM notice + Sec 102 ES, MGT-11 proxy, e-voting / VC setup, and dispatch.
Chairman script, quorum, voting (show of hands / poll / e-voting), scrutiniser report, and chairman declaration.
AOC-4 (30 days), MGT-7 / 7A (60 days), MGT-14 (30 days for special resolutions), and SRN tracking.
SEBI LODR Reg 30 / 44 (listed), stock-exchange uploads, registers refreshed, archived records, and next-FY rollover.
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.
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