What is an annual general meeting?
An annual general meeting is the yearly meeting at which the members of a company adopt the financial statements. Section 96 requires every company other than a one person company to hold it within six months of the financial year end. The first AGM may be held within nine months of the first year end.
What is decided at the AGM?
The ordinary business of the meeting is the yearly set.
- Adoption of the financial statements and the reports.
- Declaration of a dividend, if the board has recommended one.
- Appointment of directors in place of those who retire.
- Appointment or continuation of the auditor, and the auditor’s remuneration.
Any other item is special business and needs an explanatory statement with the notice. The notice itself is at least 21 clear days, unless shorter notice is consented to as section 101 allows.
When must it be held?
The first AGM is within nine months of the end of the first financial year. If it is held in that period, the company need not hold another AGM in the year of incorporation. Every later AGM is within six months of the financial year end, and the gap from the previous AGM is not more than 15 months. A year ending 31 March is due by 30 September.
The Registrar may extend a later AGM by up to three months on Form GNL-1. The first AGM cannot be extended. That application is on the extension of AGM page.
Six months, or nine for the first. A 31 March year is due by 30 September, unless the Registrar has allowed up to three more months.
Where and at what hour?
The meeting is held during business hours, between 9:00 and 18:00, on a day that is not a national holiday, at the registered office or in the same city, town, or village. An unlisted company may meet at any place in India if all the members consent in writing or by electronic mode in advance.
A one person company does not hold this meeting. Its yearly adoption is on the OPC compliance page. A public company and a private company both hold the AGM. The quorum is two members personally present for a private company, and five, fifteen, or thirty for a public company according to the number of members.
What is filed after the meeting?
The financial statements go to the Registrar in AOC-4 within 30 days of the AGM. The annual return, MGT-7 or MGT-7A, follows within 60 days. Those dates are on the private company compliance page. A meeting held by video is available in a year for which the Ministry of Corporate Affairs has issued a circular allowing it. The due date does not move merely because the meeting is held by video.
Frequently asked questions
Four questions cover a one person company, a Sunday, another city, and the quorum.
Does a one person company hold an AGM?
No. Section 96 applies to every company other than a one person company. An OPC adopts its financial statements without an annual general meeting.
Can the meeting be on a Sunday?
Yes. It cannot be held on a national holiday, which is 26 January, 15 August, or 2 October. A Sunday is allowed. The hours are 9:00 to 18:00.
Can an unlisted company meet in another city?
Yes, if every member consents in writing, or by electronic mode, in advance. Otherwise the meeting is at the registered office or in the same city, town, or village.
What is the quorum?
Two members personally present for a private company. For a public company, five members if the company has up to 1,000 members, fifteen if it has more than 1,000 and up to 5,000, and thirty if it has more than 5,000.
Sources
The meeting is section 96 of the Companies Act. Notice and quorum are sections 101 and 103.