Company Law and Practice · General Meetings

Annual General Meeting (AGM) under Companies Act, 2013

Updated 11 October 2026 · Fact-checked

An AGM is the yearly general meeting that every company except a One Person Company must hold under Section 96. Gap between two AGMs: not more than fifteen months. It must be held within six months of the financial year end. Producer Companies follow Section 378ZA. Answer by stating the rule, applying the dates, and concluding.

Understand Annual General Meeting (AGM)

An annual general meeting (AGM) is the meeting where members of a company meet once every year to review its affairs. It is held in addition to any other meetings. The notice must say clearly that it is the annual general meeting.

Section 96(1) applies to every company other than a One Person Company. A OPC does not need to hold one. Two time limits work together. First, not more than fifteen months can pass between one AGM and the next. Second, the AGM must be held within six months from the closing of the financial year.

The first AGM has a special rule. It must be held within nine months from the closing of the first financial year. If the company holds its first AGM in this way, it need not hold any AGM in the year of its incorporation.

The Registrar may, for any special reason, extend the time for holding an AGM by a period not exceeding three months. This extension is not available for the first AGM.

On timing and place, Section 96(2) says the AGM must be called during business hours, that is 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 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.

Business at an AGM is usually classed as ordinary business (such as considering financial statements and reports, declaring dividend, appointing directors in place of those retiring, and appointing auditors) and special business (everything else). Special business needs an explanatory statement with the notice. The classification into ordinary and special business is found in the provisions on notice of meetings, not in Section 96.

A Producer Company follows Section 378ZA. Its first AGM must be held within ninety days of incorporation. Gap between AGMs is again fifteen months, and the Registrar may extend by up to three months for any AGM except the first.

Key rules to remember

Gap between two AGMs: Maximum gap = 15 months (Section 96(1)); Applies to every company other than a One Person Company. Both this limit and the six-month limit must be met.
First AGM (company): Within 9 months from the close of the first financial year; If held in this way, no AGM is needed in the year of incorporation.
Subsequent AGM: Within 6 months from the close of the financial year; Any other AGM, not the first.
Registrar's extension: Extension ≤ 3 months, for special reason; Not available for the first AGM of a company. Under Section 378ZA the same rule applies to a Producer Company, except its first AGM.
Time and day: Between 9 a.m. and 6 p.m., not a National Holiday; National Holiday means a day declared as such by the Central Government.
Place of AGM: Registered office, or another 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.
Producer Company first AGM: Within 90 days from the date of incorporation (Section 378ZA(2)); Different from the nine-month rule for other companies.
Producer Company notice and quorum: Notice ≥ 14 days in writing; quorum = one-fourth of total members, unless articles provide a larger number (Section 378ZA(7), (9)); Filing of proceedings with the Registrar within 60 days of the AGM (Section 378ZA(10)).

How to solve Annual General Meeting (AGM) questions

Use this method for any AGM question, whether it asks for a rule, a date calculation or a case study.

1Identify the company type: ordinary company, One Person Company, or Producer Company. This decides the section.
2Check whether it is the first AGM or a later one. The time limits differ.
3Compute the deadlines: six months from financial year end (nine for the first AGM, ninety days from incorporation for a Producer Company) and fifteen months from the last AGM.
4Check whether the Registrar's extension of up to three months applies. It does not apply to the first AGM of a company.
5Check time, day and place: 9 a.m. to 6 p.m., not a National Holiday, registered office or same city, town or village, unless the unlisted company exception applies.
6If the question is about business, sort items into ordinary or special business and mention the explanatory statement for special business.
7Write the conclusion clearly: state whether the company has complied and what the consequence or remedy is.

Quickest way: Two-clock date check

When to use it: Use when the question gives dates and asks whether the AGM was held on time.

Clock 1: add six months to the financial year end (nine months for the first AGM).
Clock 2: add fifteen months to the date of the previous AGM.
The AGM must meet both. The earlier of the two dates is the real deadline.
If late, check whether the Registrar extended by up to three months. If so, add that to the limit.
Write one line each: provision, calculation, conclusion.

Common mistakes in Annual General Meeting (AGM)

Applying only the fifteen-month gap and ignoring the six-month limit.
The fifteen-month figure is remembered most, so students stop there.
Fix: Always run both clocks. The AGM must satisfy both limits.
Saying the Registrar can extend the time for the first AGM.
The proviso on extension looks general.
Fix: Remember the proviso says 'other than the first annual general meeting'. Extension is up to three months and only for later AGMs.
Saying every company must hold an AGM, including a One Person Company.
Students forget the opening words of Section 96(1).
Fix: Write 'every company other than a One Person Company'.
Stating that a Producer Company's first AGM falls under the nine-month rule.
Mixing Section 96 with Section 378ZA.
Fix: For a Producer Company the first AGM is within ninety days of incorporation under Section 378ZA(2).
Saying an AGM can be held on any day or at any place.
Students overlook the business hours and venue rule.
Fix: State 9 a.m. to 6 p.m., not a National Holiday, and the registered office or same city, town or village. Add the unlisted company exception with unanimous advance consent.

Worked examples

Example 1

Alpha Ltd, an existing public company, closed its financial year on 31 March 2026. Its last AGM was held on 30 September 2025. By what date must it hold the next AGM, without any extension? Can it hold it on 15 September 2026?

Show the solution

Provision: Section 96(1) requires an AGM within six months of the financial year end, and not more than fifteen months after the previous AGM.
Clock 1: six months from 31 March 2026 is 30 September 2026.
Clock 2: fifteen months from 30 September 2025 is 31 December 2026.
The earlier date is 30 September 2026, so that is the deadline.
15 September 2026 is before 30 September 2026 and within fifteen months of the last AGM, so it complies, provided it is held between 9 a.m. and 6 p.m. on a day that is not a National Holiday.

Answer: The deadline is 30 September 2026. An AGM on 15 September 2026 is valid, subject to the time and day rules.

Example 2

Beta Ltd was incorporated on 10 July 2025. Its first financial year closed on 31 March 2026. By when must it hold its first AGM? If it holds that AGM on time, must it also hold an AGM in the year of incorporation?

Show the solution

Provision: under the first proviso to Section 96(1), the first AGM must be held within nine months from the closing of the first financial year.
Nine months from 31 March 2026 is 31 December 2026.
The Registrar cannot extend the time for the first AGM, because the extension proviso covers only other AGMs.
Under the second proviso, if the company holds its first AGM within that period, it need not hold any AGM in the year of its incorporation.

Answer: Beta Ltd must hold its first AGM by 31 December 2026. If it does so, it need not hold an AGM in the year of incorporation.

Exam tips

Write the section number first, then the rule, then the application. ICSI answers earn marks for this order.
For date problems, show both clocks, six months and fifteen months, in two lines. This protects marks even if one date is wrong.
Do not forget the exception for a One Person Company in any 'every company' answer.
When the question mentions a Producer Company, quote Section 378ZA and the ninety-day first AGM rule.
For the place of meeting, add the unlisted company proviso only if the question says the company is unlisted.

Practice questions from General Meetings

Annual General Meeting (AGM) in other exams

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

Annual General Meeting (AGM): frequently asked questions

How many months gap can there be between two AGMs?

Not more than fifteen months can pass between one AGM and the next under Section 96(1). The AGM must also be held within six months of the financial year end. The Registrar can extend the time by up to three months for a special reason, but not for the first AGM.

What is the time limit for the first AGM?

A company must hold its first AGM within nine months from the closing of its first financial year. If it does this, it need not hold an AGM in the year of its incorporation. A Producer Company must hold its first AGM within ninety days of incorporation.

Who can extend the time for holding an AGM?

The Registrar, for any special reason. The extension cannot exceed three months and does not apply to the first AGM of a company. Section 378ZA gives a Producer Company the same extension, again excluding its first AGM.

Can an AGM be held outside the registered office city?

Normally it is held at the registered office or at another place in the same city, town or village. 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 ordinary and special business at an AGM?

Ordinary business covers routine items such as financial statements, dividend, retiring directors and auditors. All other business is special business. Special business must be backed by an explanatory statement with the notice.