AGM under Sec 96 — timeline, quorum, EGM differences, e-AGM regime
Every company except a One Person Company must hold an annual general meeting under Sec 96: the first within nine months of its first financial year's end, later ones within six months of each year-end and no more than 15 months apart. AGMs by video conference remain allowed till further orders under MCA General Circular 03/2025.
The Sec 96 timing rule
For non-newly-incorporated companies, AGM must be held:
- Within 6 months from the end of the financial year (i.e., by 30 September for FY ending 31 March)
- With a gap of not more than 15 months between two successive AGMs
- Subject to a max 18 months from incorporation for the first AGM only
So for FY 2025-26 ending 31-March-2026, AGM must be held by 30-September-2026. AOC-4 (financial statement filing) follows within 30 days, MGT-7 (annual return) within 60 days.
Extension — apply 30 days before due date
Special situations (auditor's delay, major litigation, business disruption) can warrant extension. Form GNL-1 application to the ROC at least 30 days before the AGM due date. ROC may grant up to 3 months' extension if reasons satisfactory.
Extension is procedural — not a free pass. The ROC checks: is the delay genuine? Have you been delinquent in prior years? Is the auditor's certificate available? Most legitimate extensions get approved; chronic-defaulter requests get denied.
Notice + quorum
| Item | Private Company | Public Company |
|---|---|---|
| Notice period | 21 days (clear) | 21 days (clear) |
| Quorum (members present) | 2 members | 5 members (≤ 1,000 members) / 15 (1,000-5,000) / 30 (> 5,000) |
| Notice contents | Date, time, place, agenda, explanatory statements, proxy form | Same |
"Clear 21 days" means 21 days excluding both the date of notice and the date of AGM. So if AGM is on 30-Sep, notice must be issued by 8-Sep at the latest.
Standard AGM agenda — the 4 ordinary businesses
- Adoption of audited financial statements (AOC-4 attachment)
- Declaration of dividend (if any)
- Retirement and re-appointment of directors (one-third retire by rotation for non-independent directors)
- Appointment of auditors and fixing their remuneration
Anything beyond these four is "special business" requiring explanatory statement under Sec 102 in the notice.
Virtual / e-AGM regime (allowed till further orders)
MCA General Circular 20/2020 first enabled AGM by video conference (VC) / other audio-visual means (OAVM) in May 2020 as a COVID relief. After yearly extensions, General Circular 03/2025 (22 September 2025) allows it till further orders. It does not extend the Sec 96 deadlines.
VC / OAVM AGM rules:
- Notice must mention "AGM through VC / OAVM, no physical participation"
- Two-way communication facility for members
- Recording / archiving for 8 years
- e-voting facility for members (mandatory for > 1,000 members; optional otherwise)
- Designated email address for members to send queries in advance
- Proxies cannot be appointed (since there's no physical attendance)
AGM vs EGM — the key differences
| Item | AGM | EGM |
|---|---|---|
| Frequency | Annual mandatory | As needed, no minimum |
| Convened by | Board (default) | Board, or 10% members' requisition under Sec 100 |
| Notice | 21 days (clear) | 21 days (clear) |
| Ordinary business | Yes — adoption of accounts, dividend, retirement, auditor | No — all business is special |
| Quorum | Same as AGM rules above | Same as AGM rules above |
| Venue (physical) | Registered office or within same city (private) / specific city based on AOA (public) | Anywhere (more flexibility) |
| Day / time | Working day, business hours (9 am - 6 pm) | Same |
EGMs are typically called for: special resolutions (changing AOA, increasing capital, scheme of arrangement, M&A approvals, related-party transactions above Sec 188 thresholds).
Consequences of missing AGM
If AGM isn't held within the prescribed period:
- Company is in default under Sec 99 — fine up to ₹1 lakh + ₹5,000 per day continuing
- Every officer in default — same fines
- AOC-4 + MGT-7 timing collapses — typically late by months, triggering ₹100/day per form late fees
- NCLT can order convening of meeting on application by any director / member (Sec 97)
- Repeated default → strike-off / disqualification of directors under Sec 164(2)
Minutes — Sec 118 obligation
Every AGM must have minutes recorded in a bound minutes book within 30 days of the meeting. Minutes are signed by the chairman of the meeting (or next meeting if chairman unavailable). They're conclusive evidence of the proceedings.
Standard minutes content: attendance, quorum, agenda items, voting outcome, resolutions passed verbatim, dissent if any. Templates vary by company complexity; basic 2-page format works for small companies.
📌 The "first AGM rule": A new company doesn't need to hold an AGM in the year of incorporation if the first FY closes within 9 months of incorporation. The first AGM can then be held within 18 months from date of incorporation. This 18-month outer cap is a one-time relief — subsequent AGMs follow the regular 6-month / 15-month rule.
The Finclar take
AGM mechanics are straightforward but the consequences of slipping the clock cascade — AOC-4 late, MGT-7 late, audit report stale, dividend declaration timing issues. For our retainer clients, the AGM is scheduled in July (well before the September deadline), giving 60 days of buffer for auditor sign-off + draft minutes + board approval. The VC route is now the default for closely-held private companies — saves logistics. Don't overthink AGM; just respect the 6-month clock.
S A Mohammed Inamul Hasan · Team Member · ROC / MCA + Automation & Web
Leads Finclar's ROC/MCA practice. Maintains compliance calendars for 80+ active companies and tracks 200+ MCA form filings annually. View full bio & archive →