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Annual General Meeting

  1. Every Company other than One Person Company (OPC) shall in each year hold an annual general meeting.
  1. Notice calling Annual general meeting shall specify that the Notice is for Annual General Meeting.
  1. The gap between Two AGMs shall not be more than 15 months.
  1. DUE DATES – In case of First AGM, the AGM shall be held within the 9 months from the date of closing of Financial Year.

In case of subsequent AGM, the AGM shall be held within the

  1. 6 months from the date of closing of Financial Year;
  2. 15 months from the date of last AGM;

whichever is earlier.

  1. On application in E-Form GNL-1, the Registrar of Companies shall extend the time to hold the AGM for any special reason.
  1. Points to be noted:
    • TIME: AGM shall be called during the business hours i.e. between 9.00 A.M. to 6.00 P.M.
    • DAY: Day of AGM shall not be a National Holiday.

National holiday means and includes a day declared by the Central Government as National Holiday like  02nd October, 15th August, 26th January.

  • PLACE: The AGM shall be at the registered office or at some other place within the city, town or village in which registered office of the company situate.
  1. NOTICE:
      1. At least clear 21 days notice shall be given. Clear 21 days means exclude the date of AGM, date of Notice and time to be taken to deliver the notice.
      2. Notice shall specify the place, date, day and hours of the meeting.
      3. Notice shall contain a statement of the business to be transacted at such meeting.
      4. Notice shall be given to:-
        • Every member of the Company
        • Legal representative of any deceased member of the Company
        • Assignee of an insolvent member of the Company
        • Auditor(s) of the Company
        • Every director of the Company.
  2. BUSINESS TO BE TRANSACT

The following business to be transacted at the AGM as ordinary business:

(i)  the consideration of financial statements and the reports of the Board of Directors and auditors;

(ii) the declaration of any dividend;

(iii) the appointment of directors in place of those retiring;

(iv) the appointment of, and the fixing of the remuneration of, the auditors;

Bare Act

Bare Act

Section 96 (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:

First Proviso of Section 96 (1)

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:

Third Proviso of Section 96 (1) 

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.

Section 96 (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:

Provided 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.

Section 101

(1) A general meeting of a company may be called by giving not less than clear twenty-one days’ notice either in writing or through electronic mode in such manner as may be prescribed:

(2) Every notice of a meeting shall specify the place, date, day and the hour of the meeting and shall contain a statement of the business to be transacted at such meeting.

(3) The notice of every meeting of the company shall be given to—

(a) every member of the company, legal representative of any deceased member or the assignee of an insolvent member;

(b) the auditor or auditors of the company; and

(c) every director of the company.

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