When and where to conduct annual general meeting or AGM – Companies act 2013

Annual general meeting or AGM is a yearly meeting of members or shareholders of a private or public limited company to comply with legal requirements which include approval of audited accounts and appointment of company auditor.

As per section 96 (1) of companies act 2013, every company other than a one person company or OPC shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall lapse between the date of one annual general meeting of a company and that of the next.

Section 96 (1) further specifies that in case of first annual general meeting, it shall be held within a period of 9 months from the date of closing of the first financial year of the company and in any other case, within a period of 6 months, from the date of closing of the financial year.

Sub section 2 of section 96 of Companies Act 2013, has specified the time and place of conducing annual general meeting. Here are the details;

• Annual general meeting or AGM shall be called during business hours i.e. 9 a.m. and 6 p.m.
• Annual general meeting can be called on any day including Sunday and public holiday but it should not be a national holiday. As per explanation to this section, national holiday means and includes a day declared as national holiday by the central government.
• Annual general meeting or AGM shall be held either at the registered office of the company  or at some other place within the city, town or village in which the registered office of the company is situate

To understand the time limit of conducting annual general meeting of a company, we are required to understand the definition of financial year as defined in Companies Act 2013.

As per Section 2(41) of Companies Act, 2013, a financial year in relation to a company means the period ending on the 31^st day of March every year. In case of new company which are incorporated on or after 1^st day of January of a year a period ending on 31^st day of March of the following year.

This means, for a company which is newly incorporated on 1^st day of January of 2015, the first financial year shall be closed on 31^st day of March 2016. However, for a company incorporated on 31^st day of December 2014, the first financial year shall be closed on 31^st day of March 2015.

In case of old companies which are incorporated prior to Companies act 2013, financial year will end on 31^st march of every year.

As discussed above, existing companies are required to hold annual general meeting within 6 months from the last day of financial year and in case of newly incorporated companies, AGM shall be held within 9 months from the last day of financial year. However, between two Annual General Meetings there should not be more than 15 months gap.

In our above case, for old companies, if financial year is ending on 31^st march 2015 then company has to conduct annual general meeting within 6 month from 31^st march 2015 i.e. on or before 30^th September 2015 but after 31st march 2015 and the gap between previous Annual General Meeting and this Annual General Meeting should not be more than 15 months.

Similarly, in our above case, for new companies incorporated on 31st December 2014, annual general meeting is required to be conducted within 9 months from 31^st day of march 2015 i.e. on or before 31^st December 2015 but after 31st day of march 2015.

If the new company is incorporated on 1^st January 2015 then annual general meeting has to be conducted within 9 months from 31^st march 2016 i.e. on or before 31^st December 2016 but after 31st day of march 2016.

Registrar of companies has power to grant extension of time for holding annual general meeting other than first annual general meeting by further period of 3 months provided there are special reason justifying extensions of time.

Table showing last date of annual general meeting and financial year