Annual general meeting

Section 96 of the Companies Act, 2013- Annual general meeting

(1) Every company other than a One Person Company 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 elapse between the date of one annual general meeting of a company and that of the next:

Provided that in case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year :

Provided further that if a company holds its first annual general meeting as aforesaid, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation:

Provided also that the Registrar may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period not exceeding three months.

^2&3[(2) Every annual general meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday and 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:

⁴[Provided that annual general meeting of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance:

Provided further that] the Central Government may exempt any company from the provisions of this sub-section subject to such conditions as it may impose.

Explanation.—For the purposes of this sub-section, “National Holiday” means and includes a day declared as National Holiday by the Central Government.]

Exceptions/ Modifications/ Adaptations

^1. In case of section 8 company- In Sub-section (2) of Section 96 after the proviso and before the explanation the following proviso shall be inserted ;

Provided further that the time, date and place of each annual general meeting are decided upon before-hand by the Board of Directors having regard to the directions, if any, given in this regard by the company in its general meeting. – Inserted by Notification dated 5th, June 2015.

^2. In case of Government company, in Sub- section (2) of Section 96 for the words “some other place within the city, town or village in which the registered office of the company is situate”, the words “such other place as the Central Government may approve in this behalf” shall be substituted. – Notification dated 5th june, 2015.

^3. In case of Government Company – In sub-section (2) of Section 96 for the words “ such other place as the Central Government may approve in this behalf’, the words ”such other place within the city, town or village in which the registered office of the company is situate or such other place as the Central Government may approve in this behalf’ shall be substituted – Notification Dated 13th June, 2017

Note :

1. Holding of AGMs by companies whose financial year ended on 31st December, 2019

2.Clarification on holding of annual general meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM)

Amendment

^4. Substituted by the Companies (Amendment) Act, 2017 – Ammendment Effective From 13th June 2018

In Section 96, in sub-section (2),

for the words ^“1,Provided that”

the following words shall be substituted, namely :-

“Provided that annual general meeting of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance Provided further that”