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Corporate and Other Laws · Management & Administration

General Meetings: AGM and EGM Under the Companies Act

Updated 4 October 2026 · Fact-checked

A general meeting is a meeting of a company's members. The AGM is held every year (except by a One Person Company) and covers regular business. Any other general meeting is an EGM. To solve questions, identify the meeting type, then check timing, place, notice, quorum, proxy and resolution rules.

Understand General Meetings: AGM and EGM

A company is run by its Board, but it belongs to its members. General meetings are where members decide the big matters. The law lets them speak, vote and hold the Board to account.

The annual general meeting (AGM) is the yearly meeting. Under section 96, every company other than a One Person Company must hold one each year, and must call it an AGM in the notice.

The first AGM must be held within nine months from the close of the first financial year. Only this nine-month limit applies to it, because there is no earlier AGM to measure a gap from. If a company holds its first AGM on time, it need not hold an AGM in the year of its incorporation.

For every AGM after the first, two tests apply together. It must be held within six months from the close of the financial year. Not more than fifteen months can pass between one AGM and the next.

Every other general meeting is an extraordinary general meeting (EGM). It is any general meeting other than the AGM, called to transact business that the company chooses to bring before members between AGMs. The Board can call it. Section 103 also refers to meetings called by requisitionists.

The law also controls where and when. An AGM must be called during business hours, meaning between 9 a.m. and 6 p.m., on a day that is not a National Holiday. It is held at the registered office or at another place within the same city, town or village. An unlisted company may hold its AGM at any place in India if all members consent in advance in writing or by electronic mode.

For valid decisions you need three things: proper notice, a quorum and the required majority. Members who cannot attend may appoint a proxy. Keep this chain in mind for every question.

Key rules to remember

AGM frequency and gap (s. 96)
One AGM every year; for AGMs after the first, gap between two AGMs ≤ 15 months
Not applicable to a One Person Company. The 15-month gap needs a previous AGM, so it does not apply to the first AGM. The Registrar may, for special reason, extend time for an AGM other than the first by up to 3 months.
Time limit for AGM (s. 96)
First AGM: within 9 months from close of first financial year (no 15-month test); other AGMs: within 6 months from close of financial year and within 15 months of the previous AGM
If the first AGM is held on time, no AGM is needed in the year of incorporation.
Time and place of AGM (s. 96(2))
Business hours: 9 a.m. to 6 p.m.; not a National Holiday; registered office or place in the same city, town or village
An unlisted company may hold it anywhere in India if all members consent in advance in writing or by electronic mode.
Quorum, public company (s. 103(1)(a))
Members ≤ 1,000: 5; more than 1,000 up to 5,000: 15; more than 5,000: 30 (members personally present)
Articles may provide a larger number. Counted by members as on the date of the meeting.
Quorum, private company (s. 103(1)(b))
2 members personally present
Articles may provide a larger number.
No quorum (s. 103(2) and (3))
Wait half an hour; meeting stands adjourned to same day next week, same time and place, or as the Board decides (s. 103(2)(a)); if quorum is again missing after half an hour at the adjourned meeting, the members present form the quorum (s. 103(3))
A meeting called by requisitionists under s. 100 stands cancelled if there is no quorum at the first meeting (s. 103(2)(b)). There is no adjourned meeting in that case, so s. 103(3) applies only to meetings adjourned under s. 103(2)(a). Not less than 3 days' notice of the adjourned meeting is needed, whether or not the day, time or place is changed. It may be given individually or by advertisement in one English and one vernacular newspaper.
Proxy basics (s. 105)
Proxy cannot speak; can vote only on a poll
Unless articles provide otherwise, proxy rules do not apply to a company without share capital. The Central Government may prescribe classes of companies whose members cannot appoint a proxy. Under s. 105(2), the notice calling a meeting of a company with share capital must carry a prominent statement that a proxy need not be a member.
Proxy limit and deposit (s. 105)
One proxy acts for not more than 50 members and for such number of shares as prescribed; any articles requiring a longer deposit period than 48 hours before the meeting are treated as requiring 48 hours
If articles ask for a longer period, it is treated as 48 hours.
Proxy instrument (s. 105(6))
In writing; signed by the appointer or authorised attorney; a body corporate: under its seal or signed by an authorised officer or attorney
Members may inspect proxies lodged from 24 hours before the meeting until it ends, on 3 days' written notice to the company.
Ordinary resolution (s. 114(1))
Votes in favour > votes against
Notice must be duly given. The Chairman's casting vote, if any, counts.
Special resolution (s. 114(2))
Votes in favour ≥ 3 × votes against
The notice must state the intention to propose it as a special resolution.

How to solve General Meetings: AGM and EGM questions

Use this order for any problem or case-study on general meetings. Write the provision, apply the facts, then state a conclusion.

  1. 1Identify the meeting: AGM, first AGM or EGM. Note the type of company (public, private, OPC, unlisted, producer company).
  2. 2Check timing: financial year end, and the six-month limit for an AGM after the first, with the fifteen-month gap from the previous AGM. For the first AGM, check only the nine-month limit.
  3. 3Check place and time: 9 a.m. to 6 p.m., not a National Holiday, and the registered office or same city, town or village.
  4. 4Check notice and its contents. For a special resolution, check that the notice states the intention to propose it as special.
  5. 5Check quorum by company type and number of members on the date of the meeting. Remember only members personally present count.
  6. 6Check proxy facts: speaking and voting rights, 48 hours, the limit of 50 members and prescribed shares, the written signed instrument, and the notice statement that a proxy need not be a member (company with share capital).
  7. 7Check the resolution type and count votes: more votes for than against (ordinary) or at least three times (special).
  8. 8Write the conclusion in one line, such as 'the meeting is valid' or 'the meeting stands adjourned to the same day next week'.

Quickest way: Number-and-keyword scan for MCQs and a three-part written answer

When to use it: Use it when time is short, especially for the 30 marks of MCQs and for short-note or case-study answers.

  1. For MCQs, circle the number in the stem (days, months, members, hours) and match it to the rule: 15 months, 9 months, 6 months, 48 hours, 24 hours, 50 members (with prescribed shares), 3 days.
  2. Eliminate options that give the wrong company type. Private company quorum is 2. Public company quorum depends on the member count.
  3. For voting questions, remember the proxy cannot speak and can vote only on a poll. Reject options saying otherwise. A proxy may act for not more than 50 members and for such number of shares as prescribed.
  4. Written answer format: Provision (state the rule with section), Facts (apply with the numbers in the question), Conclusion (one clear line).
  5. Write section numbers only where you are sure: 96, 103, 105, 114 and 100 are safe for this topic. Otherwise state the rule in words.

Common mistakes in General Meetings: AGM and EGM

  • Saying the first AGM must be held within six months of year end.

    Students mix up the general rule with the special rule for the first AGM.

    Fix: Remember: first AGM is nine months from the close of the first financial year. Every other AGM is six months from financial year close.

  • Confusing the six-month limit with the fifteen-month gap.

    Both limits sit in section 96 and both seem to answer 'when must the AGM be held'.

    Fix: For AGMs after the first, apply both tests. The AGM must be within six months of year end and no more than fifteen months after the previous AGM. For the first AGM, apply only the nine-month limit, as there is no previous AGM.

  • Letting a proxy speak at the meeting or vote on a show of hands.

    Students assume a proxy has the same rights as the member.

    Fix: Under section 105, a proxy cannot speak and can vote only on a poll.

  • Counting proxies towards quorum.

    Students think a proxy represents a member, so counts as present.

    Fix: Section 103 says members personally present. Proxies do not count.

  • Applying the quorum limits to the wrong member count or company.

    The three bands for public companies are easy to mix up.

    Fix: Write the bands as 5, 15 and 30 against up to 1,000, up to 5,000 and above 5,000 members. Private company is 2.

  • Forgetting that members present form the quorum at the adjourned meeting, or applying that rule to a requisitioned meeting.

    Students stop at the first adjournment rule, or treat every meeting without a quorum as one that gets adjourned.

    Fix: Read section 103(3): if the quorum is again missing after half an hour at the adjourned meeting, the members present form the quorum. This applies only to a meeting adjourned under section 103(2)(a). A meeting called by requisitionists under section 100 stands cancelled if there is no quorum at the first meeting (section 103(2)(b)), so there is no adjourned meeting.

Worked examples

Example 1

Alpha Ltd, a public company with 4,200 members on the date of its general meeting, has articles that are silent on quorum. At the meeting called for 11 a.m., only 12 members are personally present by 11:30 a.m. Another 6 members have sent proxies. Is the quorum present? What happens next?

Show the solution
  1. Provision: under section 103(1)(a)(ii), a public company with more than 1,000 and up to 5,000 members needs 15 members personally present, unless the articles require more.
  2. Facts: 4,200 members falls in that band, so the quorum is 15. Only 12 are personally present. Proxies do not count, because the section requires members personally present.
  3. Half an hour from the time appointed has passed without a quorum.
  4. Under section 103(2)(a), the meeting stands adjourned to the same day in the next week at the same time and place, or to another date, time and place decided by the Board.
  5. The company must give not less than three days' notice of the adjourned meeting, whether or not the day, time or place is changed. The notice may be given to members individually or by advertisement in two newspapers, one in English and one in vernacular language, circulating where the registered office is situated.
  6. Under section 103(3), if no quorum is present at the adjourned meeting within half an hour, the members present form the quorum.

Answer: Quorum is not present, as 15 members are needed and only 12 are personally present. The meeting stands adjourned to the same day next week at the same time and place, or as the Board decides, and the company must give not less than three days' notice of the adjourned meeting. At the adjourned meeting, the members present will form the quorum if the quorum is again missing.

Example 2

Beta Ltd, a company with share capital, closed its first financial year on 31 March 2026. State the latest date by which it must hold its first AGM. Also state whether Raj, a proxy appointed by a member, can speak at the meeting and vote on a show of hands.

Show the solution
  1. Provision: under the first proviso to section 96(1), the first AGM must be held within nine months from the date of closing of the first financial year.
  2. Facts: the first financial year closed on 31 March 2026. Counting nine months from that date, the period ends on 31 December 2026. So the first AGM must be held on or before 31 December 2026.
  3. Provision on proxies: under section 105(1), a member entitled to attend and vote may appoint another person as proxy. The proviso says a proxy shall not have the right to speak at the meeting and shall not be entitled to vote except on a poll.
  4. Application: Raj is a proxy, so he cannot speak. He also cannot vote on a show of hands. He may vote only on a poll.

Answer: Beta Ltd must hold its first AGM on or before 31 December 2026, that is, within nine months of the close of its first financial year on 31 March 2026. Raj cannot speak at the meeting or vote on a show of hands. He can vote only on a poll.

Exam tips

  • Learn the numbers as a list: 15 months, 9 months, 6 months, 9 a.m. to 6 p.m., 48 hours, 24 hours, 3 days, 50 members (with such shares as prescribed). Most MCQs test one of these.
  • In case studies, always check the company type first. OPC has no AGM requirement. A private company has a quorum of 2. Public company quorum depends on member count.
  • For proxy questions, tick off these points: cannot speak, votes only on a poll, the instrument is in writing and signed, and a proxy may act for not more than 50 members and such shares as prescribed. Also recall that the notice of a company with share capital must state that a proxy need not be a member (s. 105(2)).
  • In ordinary versus special resolution questions, count the votes. Ordinary needs more for than against. Special needs for at least three times against. Also check that the notice stated the special resolution intention.
  • Do not mention a section number you are unsure of. State the rule in words and still earn the marks for correct provision and conclusion.

Practice questions from Management & Administration

General Meetings: AGM and EGM in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

General Meetings: AGM and EGM: frequently asked questions

What is the difference between an AGM and an EGM?

An AGM is the yearly general meeting that every company except a One Person Company must hold under section 96. It must be called an AGM in the notice. Every other general meeting is an EGM, called to transact business that the company brings before members between AGMs.

Can a proxy speak or vote at a general meeting?

A proxy cannot speak at the meeting. A proxy can vote only on a poll, not on a show of hands. A proxy may act for not more than fifty members and for such number of shares as prescribed. The notice of a company with share capital must also state that a proxy need not be a member.

What is the quorum for a general meeting of a public company?

Unless the articles provide a larger number, five members personally present if there are up to 1,000 members, fifteen if more than 1,000 and up to 5,000, and thirty if more than 5,000. The count is as on the date of the meeting. The rule is in section 103.

Where can an AGM be held?

An AGM is held at the registered office or at another place within the city, town or village where the registered office is situated. An unlisted company may hold it at any place in India if all members consent in advance, in writing or by electronic mode.

What is the difference between an ordinary and a special resolution?

An ordinary resolution needs the votes in favour to exceed the votes against. A special resolution needs votes in favour of at least three times the votes against, and the notice must state the intention to propose it as special. This is set out in section 114.