Annual General Meeting (AGM): Meaning, Objective & Due Date

Imagine you own a small business with a few other people. At the end of the year, everyone wants to know how much money the business earned, what it spent and what decisions need to be made next.

A company needs a proper way to discuss these things with its members. This is where an Annual General Meeting, or AGM, comes in.

An AGM gives a company’s members a chance to review the company’s yearly performance, consider important matters and make decisions according to the law.

Need assistance? Connect with Startup Movers for AGM compliance, annual general meeting procedures, ROC filings and expert guidance to keep your company compliant with legal requirements.

What Is an Annual General Meeting (AGM)?

An Annual General Meeting (AGM) is a meeting that a company holds every year so its members can review its performance, consider its financial statements and deal with important matters concerning the company.

In India, AGMs are mainly governed by Section 96 of the Companies Act, 2013, along with other applicable provisions and rules.

The people attending an AGM may include the company’s shareholders or members, directors and auditors, as required by law.

For example, if a company has several shareholders, the AGM gives them an opportunity to review the annual accounts and vote on matters that require their approval.

An AGM is different from a Board Meeting. A Board Meeting is generally held by directors to manage the company, while an AGM is a meeting of the company’s members.

What Are the Objectives of an AGM?

An AGM helps a company keep its members informed and complete important yearly decisions. Its main objectives are:

• Review the company’s performance: Members can understand how the company performed during the financial year.
• Consider financial statements: The company presents its annual financial statements for the members to consider and adopt.
• Discuss the auditor’s report: Members can consider the auditor’s report and the company’s financial position.
• Appoint or deal with auditors: Members may appoint auditors or take other required decisions relating to auditors, depending on the circumstances.
• Consider directors’ appointments: Where applicable, members may appoint or reappoint directors whose positions are subject to retirement by rotation.
• Approve other important matters: Members may vote on dividends, appointments, remuneration or other matters when applicable and properly included in the meeting’s business.
• Maintain transparency: The meeting helps members understand the company’s affairs and exercise their rights.

Not every AGM will include every item listed above. The business depends on the company’s circumstances and the matters that need to be considered under the law.

Which Companies Must Hold an AGM?

Under Section 96 of the Companies Act, 2013, every company other than a One Person Company (OPC) must generally hold an AGM every year.

This requirement generally applies to:

• Private limited companies.
• Public limited companies, including listed and unlisted companies.
• Small companies.
• Section 8 companies, subject to applicable exemptions and requirements.
• Other companies registered under the Companies Act, unless a specific exemption applies.

Important: An LLP is not a company under the Companies Act, 2013, and does not have the same statutory AGM requirement. Its meetings and decision-making depend on the LLP Act, 2008, and its LLP agreement.

When Should an AGM Be Held?

The due date for an AGM depends on whether it is the company's first AGM or a subsequent AGM.

Under Section 96 of the Companies Act, 2013, the following time limits generally apply:

For Example: Suppose a company is incorporated in August 2025 and its first financial year ends on 31 March 2026.

• Its first AGM must be held by 31 December 2026.
• For the next financial year ending on 31 March 2027, the AGM must generally be held by 30 September 2027.

If a company holds its first AGM within the permitted period, it does not need to hold another AGM in the calendar year of its incorporation.

Can the AGM Due Date Be Extended?

Yes. The Registrar of Companies (ROC) may extend the time for holding an AGM, other than the first AGM, by up to three months for special reasons.

The first AGM cannot be extended under this provision.

What Is the Permitted Time and Place for an AGM?

An AGM must generally:

• Be held during business hours, between 9 a.m. and 6 p.m.
• Take place on a day that is not a National Holiday.
• Be held at the company's registered office or another place within the same city, town or village where its registered office is situated.

An unlisted company may hold its AGM at any place in India if all its members give prior consent in writing or electronically. Applicable exemptions and other legal requirements must also be considered.

What Is the Procedure for Conducting an AGM?

A company must follow the prescribed procedure before, during and after its AGM. Here is the process in simple steps.

Step 1: Prepare for the Meeting: The company should identify the matters to be discussed and prepare the necessary documents, including:

• Annual financial statements.
• Board's report.
• Auditor's report.
• Draft resolutions, where required.
• Details of any director or auditor appointment, dividend or other business to be considered.

The documents must be prepared and circulated as required under the Companies Act, 2013.

Step 2: Send the AGM Notice: The company must generally give at least 21 clear days' notice to the members and other persons entitled to receive it.

The notice should mention:

• Date and time of the meeting.
• Place of the meeting.
• Business to be discussed.
• Details of any special business and the required explanatory statement.

A shorter notice may be used for an AGM if at least 95% of the members entitled to vote at the meeting consent to it, in accordance with Section 101.

Step 3: Check the Quorum: Under Section 103 of the Companies Act, 2013, the general quorum requirements are:

• Private company: In a private company 2 members should be  personally present.
• Public company with up to 1,000 members: 5 members personally present.
• Public company with more than 1,000 and up to 5,000 members: 15 members personally present.
• Public company with more than 5,000 members: 30 members personally present.

If the required quorum is not present within half an hour of the scheduled meeting time, the rules for an adjourned meeting or cancellation depend on who called the meeting and the circumstances, as provided under Section 103.

Step 4: Conduct the Meeting: During the AGM, the company discusses the matters listed in the notice.

The usual business includes:

• Considering the annual financial statements and the reports of the Board and auditors.
• Declaring dividends, if applicable.
• Appointing or reappointing directors, where applicable.
• Appointing auditors or deciding their remuneration where required.
• Voting on other matters included in the meeting's agenda.

Members may ask questions and vote on resolutions in accordance with the applicable rules. Voting may take place by show of hands, poll or electronic means, as applicable.

Step 5: Record the Decisions: The company must prepare minutes of the AGM, recording the proceedings and decisions taken at the meeting.

Under Section 118, the minutes of a general meeting must generally be entered in the minutes book within 30 days of the conclusion of the meeting.

The company should also preserve the relevant attendance records, voting records, notices and supporting documents as required.

What Compliance Is Required After Conducting an AGM?

Holding the AGM is not the last step. The company must also complete the applicable post-AGM compliance and filings.

1. File Form AOC-4: Form AOC-4 is used to file a company's financial statements with the Registrar of Companies.

The company must generally file its financial statements, along with the required attachments, within 30 days of the AGM under Section 137.

The filing may include:

• Financial statements.
• Board's report and other applicable attachments.
• Auditor's report.
• Consolidated financial statements, where required.

If the financial statements are not adopted at the AGM, special filing rules apply. The company must file the unadopted statements within the prescribed period and file the adopted statements after the adjourned AGM, as required.

2. File Form MGT-7 or MGT-7A: Companies must generally file their annual return with the ROC within 60 days of the AGM, under Section 92.

• Form MGT-7: Used by companies required to file this form.
• Form MGT-7A:Used by One Person Companies and small companies, where applicable.

The annual return contains information about the company's registered office, directors, members, shareholding and other prescribed details.

An OPC does not hold an AGM, so its annual return deadline is calculated according to the applicable provisions rather than from an AGM date.

3. File Form MGT-14, Where Applicable: If the company passes a resolution or enters into an agreement that must be filed under Section 117, it generally needs to file Form MGT-14 with the ROC within 30 days of passing the resolution or entering into the agreement, as applicable.

Not every AGM resolution requires MGT-14. The company must check the nature of the resolution and any applicable exemptions.

4. Prepare and Maintain AGM Minutes: The company must prepare and maintain the minutes of the AGM in accordance with Section 118 and the applicable rules.

The minutes should accurately record the proceedings, resolutions and decisions made at the meeting.

5. Complete Other Applicable Compliance: Depending on the company and the business conducted at the AGM, additional steps may be necessary, such as:

• Filing the prescribed report of the AGM in Form MGT-15, where applicable to a listed public company.
• Completing director or auditor-related filings, where required.
• Making dividend payments and completing related compliance, if a dividend is declared.
• Updating the company's statutory registers and records.

The company should identify the filings triggered by the actual decisions taken at its AGM rather than assume that every form is required in every case.

What Happens If a Company Does Not Hold Its AGM?

Failure to hold an AGM within the prescribed period can result in legal consequences.

Under Section 99 of the Companies Act, 2013, the company and officers in default may face a penalty of up to ₹1 lakh, with a further penalty of up to ₹5,000 for each day the default continues, subject to the statutory limits.

A member may also apply to the National Company Law Tribunal (NCLT), which has the power to call or direct the calling of an AGM under Section 97.

Missing the AGM deadline does not remove the company's obligation to complete the required meeting and compliance.

Conclusion

An Annual General Meeting is an important yearly requirement for most companies in India. It allows members to review the company's financial performance, consider annual accounts and make important decisions. Companies must follow the prescribed AGM due dates, send the required notice, conduct the meeting properly and record the proceedings. After the meeting, they must complete applicable filings such as AOC-4 and MGT-7 or MGT-7A within the prescribed deadlines. Timely AGM and ROC compliance helps a company meet its legal responsibilities and avoid penalties.

Need assistance? Connect with Startup Movers for AGM compliance, annual general meeting procedures, ROC filings and expert guidance to keep your company compliant with legal requirements.