Annual General Meeting (AGM) Under Companies Act 2013: Complete Compliance Guide

The Annual General Meeting (AGM) is a statutory requirement for every company (except OPC) under Section 96 of the Companies Act 2013. It provides shareholders the opportunity to review company performance, approve financial statements, appoint/re-appoint directors and auditors, and declare dividends.

When Must AGM Be Held?

• Every company must hold an AGM within 6 months of the close of each financial year — i.e., by 30 September for companies with 31 March year-end
• Maximum gap between two consecutive AGMs: 15 months
• First AGM: Within 9 months of close of first financial year
• ROC can grant extension of up to 3 months on sufficient cause

Notice Requirements

• Clear 21 days' notice to all members, directors, auditors, and debenture trustees
• Notice must state place, date, time, and contain full agenda with explanatory statements for special business
• Shorter notice (less than 21 days) allowed with consent of 95% of members entitled to vote
• Listed companies must also publish notice in newspapers (English + vernacular)

Quorum

• Public Company: 5 members (if total members ≤1,000); 15 (if 1,001-5,000); 30 (if >5,000)
• Private Company: 2 members personally present

Ordinary Business at AGM

1. Adoption of financial statements and directors' report
2. Declaration of dividend
3. Appointment/re-appointment of retiring directors
4. Appointment of auditors and fixing their remuneration

Special Business

Any business other than ordinary business is "special business" requiring an Explanatory Statement under Section 102. Examples: approval of RPTs, issue of further shares, alteration of MOA/AOA, increase in director remuneration.

E-Voting — Listed Companies

Listed companies must provide e-voting facilities to all shareholders for resolutions at AGM. SEBI regulations require voting results to be announced within 48 hours. Even unlisted public companies with 1,000+ members must provide e-voting.

Penalty for Not Holding AGM

Default in holding AGM: Company and every officer — fine up to Rs. 1 lakh. For continuing default: Rs. 5,000 per day. The RoC or any member may apply to NCLT to direct a meeting.