AGM - Annual General Meeting

An Annual General Meeting (AGM) is the yearly meeting of a company's shareholders, mandated by Section 96 of the Companies Act, 2013, where members review the year's performance and vote on key resolutions. Every company other than a One Person Company (OPC) must hold an AGM each year, in addition to any other general meetings during the period.

Timing rules

• A company must hold its AGM within 6 months of the close of the financial year, so for a year ending 31 March the meeting falls on or before 30 September.
• The first AGM may be held within 9 months of the close of the first financial year; if held, no AGM is needed in the year of incorporation.
• The gap between two AGMs cannot exceed 15 months. The Registrar (ROC) may, for special reason, extend the deadline for any AGM except the first by up to 3 months.
• It must be held during business hours (9 a.m. to 6 p.m.), on a day that is not a National Holiday, at the registered office or within the same city, town or village.

Business transacted

Under Section 102, ordinary business at an AGM covers adoption of the audited financial statements, declaration of dividend, appointment or re-appointment of directors retiring by rotation, and the appointment and remuneration of auditors. Anything else is treated as special business. A clear 21 days' notice is required under Section 101.

Non-compliance

If a company defaults on holding an AGM, Section 99 provides that the company and every officer in default are liable to a fine that may extend to Rs 1 lakh, plus Rs 5,000 for each day the default continues.