Annual General Meeting Under the Companies Act, 2013

An Annual General Meeting (AGM) is held to have an interaction between the management and the shareholders of the company. The Companies Act, 2013 makes it compulsory to hold an annual general meeting to discuss the yearly results, auditor’s appointment and so on. A company should follow the procedures under the Companies Act, 2013 to conduct the AGM.

Companies Required to Hold an AGM

All companies except One Person Company (OPC) should hold an AGM after the end of each financial year. A company must hold its AGM within a period of six months from the end of the financial year, i.e. within 30 September every year. Do note that the time gap between two annual general meetings should not exceed 15 months.

However, in the case of a first annual general meeting, the company can hold the AGM within nine months from the end of the first financial year. In such cases where the first AGM is already held, there is no need to hold any AGM in the year of incorporation. 

Procedure to Hold an AGM

The company must give a clear 21 days’ notice to its members for calling the AGM. The notice should mention the place, the date and day of the meeting, and the hour at which the meeting is scheduled. The notice should also mention the business to be conducted at the AGM. A company should send the notice of the AGM to:

• All members of the company including their legal representative of a deceased member and assignee of an insolvent member.
• The statutory auditor(s) of the company.
• All director(s) of the company.

The notice may be given in writing through speed post or registered post or via electronic mode. The notice should be sent to the address of the member as per the records of the company.

In the case of electronic communication, the notice should be sent to the e-mail address of the member as per the records of the company. The notice can be text typed in an email or an attachment to an email. The notice of the AGM should be placed on the website of the company or any other website as may be mentioned by the government.

An AGM can be called at a notice period shorter than 21 days if at least 95% of the members entitled to vote in the meeting agree to the shorter notice. The consent may be given in writing or through electronic mode.

What is the Agenda of an AGM?

The matters discussed or business transacted in an AGM consists of:

• Consideration and adoption of the audited financial statements.
• Consideration of the Director’s report and auditor’s report.
• Dividend declaration to shareholders.
• Appointment of directors to replace the retiring directors.
• Appointment of auditors and deciding the auditor’s remuneration.
• Apart from the above ordinary business, any other business may be conducted as a special business of the company.

The ordinary business of the company will be passed by an ordinary resolution where the votes cast in favour are more than the votes cast against the resolution.

However, in case of special business transactions, the resolution may be passed as an ordinary resolution or a special resolution, depending on the applicable legal provisions. A special resolution requires at least 75% votes in favour of the resolution.

An AGM should be conducted during the business hours between 9 a.m. and 6 p.m. only. The meeting can be conducted on any day, which is not a national holiday, including holidays declared by the Central Government. The meeting can be held at any place which is within the limits of the city or town or village in which the registered office is situated.

A government company can also hold its AGM at any other place as the Central Government may approve. An unlisted company can hold an AGM at any place in India after obtaining consent from its members in writing or in electronic mode. In the case of a Section 8 company, the Board decides the date, time and place of the AGM as per the directions given in a general meeting of the company.

Quorum for an AGM

In the case of a private company, two members present at the meeting shall be the quorum for the AGM. In the case of a public company, the quorum is:

• Five members present at the meeting if the number of members is within one thousand.
• Fifteen members present at the meeting if the number of members is more than one thousand but within five thousand.
• Thirty members present at the meeting if the number of members is more than five thousand.

In case the quorum for the meeting is not present within half an hour from the scheduled time, the meeting will be adjourned to the same day in the following week for the same time and at the same place.

Members’ Rights in an AGM

The members (including shareholders) of the company are entitled to attend and vote at the AGM. Members can cast their votes by a physical ballot or postal ballot or through e-voting. Members can appoint proxies to attend an AGM and vote on their behalf only when it is a poll vote. The proxy should be appointed in writing, and the proxy form should be signed by the member.

In case the proxy is appointed by a corporate shareholder, the proxy form should be signed and sealed by an authorised signatory of the corporate. The members can elect one among themselves as the chairman of the meeting. However, if the articles of association of the company provide for a chairman, such person shall chair the AGM of the company.

Minutes of an AGM

Every company has to prepare the minutes of the AGM compulsorily. The minutes of the AGM means the written record of the proceedings of the meeting. They state the events that took place and the resolutions passed in the AGM.

The Company Secretary will record the proceedings of the AGM. Where there is no Company Secretary, any other person duly authorised by the Board or by the Chairman will record the proceedings. 

The minutes of the AGM should be signed and entered in the minute book within thirty days from the AGM. The Minutes book will be kept at the Registered Office of the company or at such other place approved by the Board. Any member/shareholder of the company, upon request to the company, can inspect the Minutes book of the AGM on paying the prescribed fee.

Upon request, the company will give a copy of the minutes of the AGM to the member within seven days of request. If the minutes are not given by seven days of the request, the company shall be liable to a penalty of Rs.25,000 and every officer of the company who is in default shall be liable to a penalty of Rs.5,000.

Extension of Time for Holding an AGM

The Registrar of Companies (RoC) can extend the time available to hold an AGM by three months. The company should apply for an extension through e form GNL-1 specifying the reasons for the extension and the period for which the company requires an extension. The RoC will record the reasons for giving the extension. However, no extension is available to hold the first annual general meeting.

Reasons for Seeking an Extension of AGM

• Mergers and acquisitions.
• Delay in finalising the financials.
• Delay in audit reports due to absence of auditors because of reasons such as death, resignation, incapacity to sign or other such valid reasons.
• Information loss in a computer due to virus or system-related issues.
• Non-readiness of the economic records due to natural calamity, loss of commercial data, and vacancy of directors.
• Change in a financial year.
• Non-availability of shareholders leads to the absence of a quorum.
• Non-availability of directors on valid grounds. For example, there is the sudden demise of a director due to which the limit of directors goes below the minimum requirement of directors.
• Confiscation of books of accounts by the IT department, Serious and Fraud Investigation Cell or other government officials.

Steps for Filing an Application Seeking Time Extension for Conducting AGM

• The director of the company will initiate a meeting of the board of directors concerning which notice has to be sent to all the directors 7 days before holding the board meeting.
• Hold a board meeting on the particular date mentioned in the notice.
• Pass a board resolution for time limit extension for holding the annual general meeting detailing the unsettled reason for an AGM extension.
• File Form GNL-1 with the Registrar of Companies where the company is registered.
• The exact cause for not holding AGM within the stipulated date and other important data has to be provided in Form GNL-1.
• A certified exact copy of the board resolution has to be provided along with Form GNL-1 as an attachment.
• The form will go through the office of the Registrar of Companies.
• The Registrar will verify the application on the precise grounds and may permit an extension when he/she thinks it’s valid to grant the same.
• Get the certificate of the extension privilege in the holding of AGM of the company from the Registrar.

Reporting of the AGM

After the conduct of the AGM, every company has to file a report on the AGM in form MGT-15, along with the resolutions passed in the meeting and explanatory statement, within a period of 30 days from the conclusion of the AGM.

Consequences and Penalty for Default in Holding an AGM

In case a company fails to hold an AGM within the stipulated time or extension obtained by it, the Tribunal may itself or on an application made by any director or member order an AGM to be conducted as per its directions.

If the company further defaults in holding a meeting in accordance with the directions of the Tribunal, the company and every officer of the company who commits the default shall be punishable with a fine of up to Rs 1 lakh. In case of continuing default, a fine of Rs 5,000 per day is levied for each day during which the default continues.

Special Procedure For The Year 2020

Update as of 5th May 2020: Companies are allowed to hold Annual General Meeting via Video Conferencing (VC) or Other Audio-Visual Means (OAVM) in the year 2020. The procedure is as given below:

The provisions for conducting AGM through VCs or OAVM have been extended till 30 September 2024.

Frequently Asked Questions

How many AGMs must be conducted in a year?

A  company other than OPC must conduct at least one Annual General Meeting (AGM) in a financial year. The first AGM of the company, i.e. a newly incorporated company, should be held within nine months from the closing of the first financial year. Hence, the company doesn’t need to hold an AGM in the year of its incorporation.

Which section of the Companies Act contains provisions relating to AGM?

Section 96 of the Companies Act 2013, comprises provisions relating to AGM.

Do AGM rules apply to a General Meeting?

There are many types of general meetings in a company, which are – Annual general meeting, Extra Ordinary general meeting, meetings of members, meetings of creditors or debenture holders. All rules that apply for a general meeting is provided from Section 101 to 112 of the Companies Act, 2013 and Rule 18 to 23 of The Companies (Management and Administration) Rules, 2014. The rules regarding the procedure to hold AGM, quorum, members’ rights and minutes of an AGM apply to all the general meetings of a company.

Can we hold an AGM on Sunday?

Yes. An AGM can be held on any day, including a Sunday, unless the Sunday is a national Holiday. However, the AGM should be held during business hours, i.e. between 9 a.m and 6 p.m. on a Sunday. 

Can an AGM be held outside India?

The AGM should be held at the registered office or any place within the city, town or village where such a registered office is situated. In the case of an unlisted company, an AGM can be held in any place in India if all the members consent to it in advance, either in written form or through electronic mode.

However, the Central Government is empowered to exempt a company from the AGM provisions, subject to the conditions it may impose. Thus, a company can hold AGM outside India if it applies to the Central Government to relax the provisions of Section 96 of the Companies Act, 2013 and allow it to conduct AGM outside India. 

Can an AGM be held on a public holiday?

Yes, an AGM can be held on a public holiday. The Companies Act, 2013 states that AGM cannot be held on a national holiday. However, the Act is silent on public holidays. Thus, a company can hold an AGM on a public holiday.  

Which are the national holidays in India?

National holiday means and includes a day declared as a national holiday by the Central Government. There are three national holidays in India, i.e. Republic Day on 26 January, Independence Day on 15 August, and Gandhi Jayanti on 02 October every year. The AGM cannot be held on these three days. 

If an adjourned AGM falls on a National holiday, can the AGM be held on that day?

Yes. An AGM cannot be held on National Holiday; however, no specific provision restricts an adjourned AGM to be held on a national holiday. Thus, an adjourned AGM can be held on a national holiday as the original scheduled date of the meeting was not on a national holiday. 

Can AGM be held through video conferencing?

Yes. The MCA has provided relaxation to all the companies to conduct the Annual General Meeting (AGM) Video Conferencing (VC) or Other Audio-Visual Means (OAVM) with the facility of e-voting during the calendar year 2021. The company can conduct its ordinary business and those items of special business, which are considered unavoidable by the Board in the AGM.

The MCA has extended the provision to hold AGM through VC or OAVM till 30th September 2024. However, the AGM conducted through VC or OAVM must be held during business hours, i.e., between 9 a.m. and 6 p.m. on any day that is not a National Holiday. 
 

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