Annual General Meeting under Companies Act, 2013

9 July 2018 • Kamini Goyal


Annual General Meeting under Companies Act, 2013

9 July 2018 • Kamini Goyal

Annual General meeting bridges the gap between the investors and the management. It’s the right of the investors to be provided and the duty of the management to provide transparency and good governance to all the stakeholders of the Company.

To facilitate the above mentioned and to safeguard the interest and investments of the shareholders necessary provisions has been specified under The Companies Act, 2013 for convening of an Annual General Meeting.

In the light of the above, the provisions for convening the Annual General Meeting are enumerated below:



Due Date

In case of First AGM Subsequent AGM
It shall be held within a period of nine months from the date of closing of the first Financial Year of the Company. Within a period of six months from the date of closing of the Financial Year. Not more than fifteen months shall elapse between two subsequent AGMs.



Notice of AGM

When to Send Contents of Notice Whom to Send How to Send
A 21 clear days’ notice is required to be given. The meeting can be conveyed even on a shorted notice, provided that consent of 95% of the member entitled to vote has already been obtained. I. Notice shall specify the Place, Day, Date & Time of the meeting.

II. Business to be transacted thereat.

III. Explanatory Statement for all Special Business.

I. Every Member, Debenture Trustees, Legal Representative or Assignee of an insolvent member.

II. The Secretarial Auditors of the Company.

III. Every Director and Auditor of the Company.

I. By Hand

II. By ordinary or speed post

III. By Courier

IV. By Fax

V. By E-Mail or any other electronic means


When & Where to hold the AGM

Time Venue Day
Meeting shall be called during business hours i.e., between 9 A.M. and 6 P.M. AGM shall be held either at the Registered Office of the Company or at some other place within the city, town or village where Registered Office of the Company is situated.


In case of Unlisted Companies, the AGM may be held at any place in India, if consent is given in writing or by electronic mode by all members in advance.


In case of Government Companies, the AGM shall be held:

I. either at the Registered Office of the Company or

II. At such other place within the city, town or village in which the registered office of the company is situated or

III. At such other place as the Central Government may approve in this behalf.

Day should not be a National Holiday.


Thus, AGM can be held even on Sunday’s under Companies Act, 2013.


Particulars of explanatory Statement A Statement setting out the material facts concerning each item of special business, such as: –


a.                   Nature of concern or interest, financial or otherwise, if any, in respect of each items of-

I. Every director and the manager, if any;

II. Every other KMP; and

III. Relatives of the persons mentioned in sub- clauses (I) and (II);


  1. Any other information and facts that may enable members to understand the meaning, scope and implications of the items of the business and to take decisions thereon.




Public Company Private Company
Total number of members Quorum: Members to be personally present  

Two members personally present

Not more than 1000 5 Members
More than 1000 but up to 5000 15 Members
Exceeds 5000 30 Members


Preparation of Financial Statements (Schedule III) Documents to be attached with Financial Statements-


I. Auditors’ Report

II. Board Report

III. Extract of Annual Return (MGT-9) to be included in Board Report

Companies having subsidiaries or associate Section 129 (3) of Companies Act, 2013, where a company has one or more subsidiaries or associate Company, it shall also prepare consolidated financial statements of itself and of all the subsidiaries.




  1. Section 96 call about calling of AGM within the stipulated time period. However, if the AGM is not concluded within time and it is adjourned for want of finalization of the balance sheet for more than three months without any extension. is there any violation of Law or time period for the conclusion of AGM does not matter?

    1. Dear Reader,

      Please be apprised that in the verdict of Bejoy Kumar Karnani and Another V. Assistant Registrar of Companies and Another, the court held that if a statute requires that the meeting is to be held within a specified period, it also follows by necessary implication that it must be concluded within the said period.

      In light of the foregoing case, we can conclude that the most stringent time limit i.e., 30th September, set forth in Section 96 of the Companies Act, 2013, applies not only for the commencement of Annual General Meeting but also for the conclusion of the meeting. Thus, if the financial statements are not ready to be laid at the AGM, the Company may adjourn the AGM to a subsequent date until the financial statements would be ready for consideration. Please keep in mind that the adjourned meeting must be convened within the maximum time limit allowed under the Act.

      Hence, in your case, the same will be treated as violation of Section 96 of the Companies Act, 2013 and the company and every officer of the company who is in default shall be punishable with a fine of up to INR 1,00,000 and in the case of a continuing default, with a further fine of up to INR 5,000 for every day during which such default continues.

      1. In above case, if a Company could not complete Audit & adopt FS before time limits u/s 96 [including extension granted by ROC], can they file unadopted FS u/s 137(1) proviso? How can Co regularise these Provisional FS at later date since it can not hold AGM after time limits u/s 96? Your valuable feedback is appreciated.

        1. Dear Reader,

          Going by the limited facts you have shared; we understand that the company has failed to get the financials audited and AGM has not been convened within the prescribed time limits.

          In our opinion, unaudited financial statements cannot be filed with the ROC as section 137 specifies only about filing of adopted and unadopted financial statements. Also, practically while filing e-form AOC-4, no option for filing of financial statements which are in the nature of ‘unaudited’ is provided.

          In case you have the audited financials and you wish to file unadopted financials without holding the AGM, your kind attention is drawn to Proviso to Section 137 which is reproduced below:

          “Provided that where the financial statements under sub-section (1) are not adopted at annual general meeting or adjourned annual general meeting, such unadopted financial statements along with the required documents under sub-section (1) shall be filed with the Registrar within thirty days of the date of annual general meeting and the Registrar shall take them in his records as provisional till the financial statements are filed with him after their adoption in the adjourned annual general meeting for that purpose”.

          There is a precondition tied to it through the words “not adopted at AGM or adjourned AGM”, that only those unadopted financials shall be filed that have not been adopted in the AGM.

          In your case, we recommend you to convene the AGM and adopt the financials, thereafter file the overdue returns to make the default good.

          After the default is made good, the company will be required to plead for Compounding of this offence. You may connect with us for professional assistance in this regard.

  2. Can you please tell me sir what are the problems we generally face while conducting Annual General meeting , Extra Ordinary General meeting and Board meetings in a Company?

  3. What are the penalties (with respect to delay) associated with an increase in time interval of more than 15 months between respective agm’s. Within what time limit do we have to report roc regarding agm and what are the documents to be submitted?

    1. As per the provisions of Section 96 of Companies Act, 2013, every Company shall in each year call an Annual General Meeting and not more than 15 months shall elapse between two AGMs.

      However, the registrar may extend the period within any AGM shall be held, not exceeding 3 months.
      However, the registrar may extend time limit for conducting AGM for further 3 months.

      If default is made in complying with section 96, there is power with the Tribunal to call AGM on the application of any member of the Company. (Section 97)

      If any default is made in holding AGM as per section 96 & 97, the Company and every officer of the Company who is in default shall be punishable with fine which may extend to Rs. 1 lac and in case of continuing default, with a further fine which may extend to Rs. 5000 for every day during which default continues.

      Every listed public Company shall file with the registrar a copy of the report within 30 days from the date of AGM in e-form MGT-15 and there are no requirements to submit the documents with the form.

Leave a comment

Your email address will not be published. Required fields are marked *