A company with a 31 March year-end drifts on its AGM and holds it in December instead of by 30 September. That one slip breaches Section 96 and starts a penalty running per day until the meeting happens — and it cascades, because AOC-4 and MGT-7 both hang off the AGM date. Meanwhile a fundraise needs shareholder approval in January, long before the next AGM. That is what an EGM is for.
The AGM must be held within 9 months of the first financial year-end, within 6 months of every year-end after that, and never more than 15 months after the previous one — with an EGM available for anything urgent in between.
The bottom line
AGM timing: first within 9 months of the first year-end, then within 6 months of each year-end, with a gap between two AGMs never exceeding 15 months.
Notice: 21 clear days, or 14 days for a Section 8 company. Shorter only with the consent of 95% of members entitled to vote.
EGM: any general meeting other than the AGM. Called by the Board at any time, or on requisition by members holding at least 10% of paid-up voting capital.
The AGM timelines
Under Section 96 every company except a One Person Company must hold an AGM each year.
- First AGM within 9 months from the end of the first financial year. No AGM is needed in the year of incorporation.
- Subsequent AGMs within 6 months from the end of the financial year, so a 31 March year-end normally means by 30 September.
- The gap between two AGMs must never exceed 15 months.
The Registrar can grant an extension of up to 3 months, though not for the first AGM. The meeting must be held on a day that is not a national holiday, during business hours between 9 a.m. and 6 p.m., at the registered office or within the same city, town or village. An unlisted company may hold it anywhere in India with the consent of all members.
Notice, and the explanatory statement
Section 101 requires 21 clear days' notice — clear meaning excluding both the day of sending and the day of the meeting — in writing or electronically, to members, directors and auditors. A Section 8 company needs 14 days. Shorter notice works only where 95% of members entitled to vote consent.
For any special business, Section 102 requires an explanatory statement annexed to the notice, setting out the material facts and any director's interest. Leaving it out is one of the more common ways a resolution becomes challengeable.
Quorum
Section 103 sets it by company type. A private company needs 2 members personally present. A public company needs 5 members where it has up to 1,000 members, 15 members where it has between 1,000 and 5,000, and 30 members above 5,000.
Proxies do not count towards quorum, which surprises people who counted a full room. If a quorum is not present within 30 minutes the meeting adjourns to the same day the following week — unless it was a meeting requisitioned by members, in which case it stands cancelled.
Proxies, polls and e-voting
Under Section 105 a member may appoint a proxy to attend and vote. The proxy need not be a member, and can vote only on a poll rather than on a show of hands. The proxy instrument must be lodged 48 hours before the meeting.
A poll under Section 109 reflects actual voting power by shareholding, where a show of hands gives each member present one vote regardless of holding. That difference decides contested resolutions.
Remote e-voting under Section 108 is mandatory for every listed company and any company with 1,000 or more members. The window stays open for at least three days and closes the evening before the meeting.
What an EGM is for
An EGM is any general meeting other than the AGM, called under Section 100 for business that cannot wait — a preferential allotment, a name change, removing a director, altering the MOA or AOA, a related party transaction above the threshold.
The Board can call one at any time. Members holding at least 10% of paid-up voting capital can requisition one, and on a valid requisition the Board must call the EGM within 21 days, to be held within 45 days. If the Board does not, the requisitionists may call it themselves within 3 months.
Because all EGM business is special business by definition, every item needs an explanatory statement. There are no routine items at an EGM.
What missing the AGM costs
Under Section 99, a company that defaults in holding the AGM, and every officer in default, is liable to a fine of up to ₹1 lakh, with a further ₹5,000 for every day the default continues.
The knock-on effect is worse than the fine. AOC-4 and MGT-7 both run off the AGM date, so a late AGM makes the entire annual filing chain late as well, each with its own uncapped daily fee.
Common mistakes
- Missing the six-month or fifteen-month window. Diarise the AGM the day the financial year closes.
- Counting proxies towards quorum. They do not count.
- Skipping the explanatory statement for special business, and for every EGM item.
- Holding the AGM on a national holiday or outside business hours, either of which invalidates it.
- Forgetting e-voting where the company is listed or has 1,000 or more members.
A working routine
- Diarise the AGM deadline: year-end plus 6 months, or plus 9 months for the first one.
- Issue 21 clear days' notice with the explanatory statement for special business.
- Confirm the right Section 103 quorum for your company type.
- Arrange proxies, poll mechanics and e-voting where they apply.
- Hold it on a working day, in business hours, at a permitted venue or by video where allowed.
- After the meeting, file AOC-4 within 30 days and MGT-7 within 60 days, plus MGT-14 for special resolutions.
Frequently asked questions
When must the first AGM be held? Within 9 months from the end of the first financial year. No AGM is required in the year of incorporation.
How much notice is needed for an AGM or EGM? 21 clear days, or 14 days for a Section 8 company. Shorter notice needs the consent of 95% of members entitled to vote.
What is the quorum for an AGM? Two members present for a private company. For a public company, 5, 15 or 30 depending on the number of members.
Who can call an EGM? The Board at any time, or members holding at least 10% of paid-up voting capital by requisition.
Is e-voting mandatory? Yes, for every listed company and any company with 1,000 or more members.
Can we get more time for the AGM? The Registrar can grant an extension of up to 3 months, but not for a first AGM.
Primary sources
- Sections 96, 99, 100, 101, 102, 103, 105, 108 and 109, Companies Act, 2013
- SS-2 (revised, 1 April 2024); SEBI (LODR) Regulations for listed companies
- Post-meeting filings: AOC-4, MGT-7 or MGT-7A, and MGT-14