The AGM is the one meeting where owners hold management to account — and it's wrapped in hard deadlines: nine months for the first, six months thereafter, never more than fifteen months apart. The EGM handles everything urgent in between.
The AGM clock: first within 9 months of year-end; subsequent within 6 months; gap never beyond 15 months.
A company with a 31 March year-end drifts on its AGM, holding it in December instead of by 30 September. That single slip breaches Section 96 and starts a penalty that runs per day until the meeting happens — and it cascades, because the AOC-4 and MGT-7 filings hang off the AGM date. Meanwhile, a time-sensitive fundraise needs shareholder approval in January, long before the next AGM; that's what the EGM exists for. Knowing which meeting to call, and running it within the rules, keeps the company's annual governance cycle clean.
BOTTOM LINE
- AGM timing: First within 9 months of the first year-end; thereafter within 6 months of year-end; gap between two AGMs never more than 15 months.
- Notice: 21 clear days (14 for Section 8 companies); shorter only with 95% member consent.
- EGM: Any general meeting other than the AGM, for urgent business — called by the Board, or on a requisition by members holding ≥10% of paid-up voting capital.
AGM timelines — and the OPC exemption
Governs this section: Section 96, Companies Act, 2013
Every company except a One Person Company must hold an AGM each year. The timing rules:
- First AGM: within 9 months from the end of the first financial year (and no AGM is needed in the year of incorporation).
- Subsequent AGMs: within 6 months from the end of the financial year — so a 31 March year-end usually means by 30 September.
- Gap: never more than 15 months between two AGMs.
The ROC can grant an extension of up to 3 months (but not for the first AGM). The AGM must be held on a day that isn't a national holiday, during business hours (9 a.m.–6 p.m.), at the registered office or within its city/town/village (an unlisted company may hold it anywhere in India with all members' consent).
Notice and the explanatory statement
Governs this section: Sections 101 & 102
A general meeting needs 21 clear days' notice (excluding the day of sending and the day of meeting), written or electronic, to members, directors and auditors. A Section 8 company needs only 14 days. Shorter notice is possible if 95% of members entitled to vote consent. For any special business, an explanatory statement under Section 102 must be annexed, disclosing material facts and any director's interest.
Quorum under Section 103
Governs this section: Section 103
THE QUORUM NUMBERS
- Private company: 2 members personally present.
- Public company: 5 members (up to 1,000 members); 15 members (1,000–5,000); 30 members (over 5,000).
Proxies don't count toward quorum. If a quorum isn't present within 30 minutes, the meeting adjourns to the same day next week (or, if it was a members' requisitioned meeting, it stands cancelled).
Proxies, poll and e-voting
Governs this section: Sections 105, 108 & 109
A member may appoint a proxy to attend and vote — the proxy need not be a member, and can vote only on a poll, not on a show of hands (the proxy instrument must be lodged 48 hours before). A poll (Section 109) reflects true voting power by shareholding, as opposed to a show of hands (one member, one vote). Remote e-voting (Section 108) is mandatory for every listed company and any company with 1,000 or more members; the e-voting window stays open for at least three days and closes the evening before the meeting.
What is an EGM, and who can call it?
Governs this section: Section 100
An EGM is any general meeting other than the AGM, called for urgent or special business that can't wait — a preferential allotment, a name change, a director removal, an MOA/AOA alteration, an RPT above threshold. The Board can call one any time. Members holding at least 10% of paid-up voting capital can requisition one; on a valid requisition, the Board must call the EGM within 21 days, to be held within 45 days, failing which the requisitionists may call it themselves within 3 months. Because all EGM business is "special business," every item needs an explanatory statement.
What does missing the AGM cost?
Governs this section: Section 99
PENALTY — Section 99
If a company defaults in holding the AGM, the company and every officer in default are liable to a fine of up to ₹1 lakh, and where the default continues, a further ₹5,000 for every day it continues. And because AOC-4 (financials) and MGT-7 (annual return) run off the AGM date, a late AGM pushes the whole annual-filing chain late too.
Common mistakes
- Missing the six-month / 15-month window. Diary the AGM the moment the financial year closes.
- Counting proxies for quorum. They don't count.
- Skipping the explanatory statement for special business (and for every EGM item).
- Holding the AGM on a national holiday or outside business hours. Both invalidate it.
- Forgetting e-voting where the company has 1,000+ members or is listed.
Checklist
- Diary the AGM deadline (year-end + 6 months; first AGM, + 9 months).
- Issue 21 clear days' notice with the explanatory statement for special business.
- Confirm the correct Section 103 quorum for your company type.
- Arrange proxies, poll mechanics and e-voting where applicable.
- Hold it on a working day, in business hours, at the right venue (or via VC/OAVM as permitted).
- After the AGM, file AOC-4 (30 days) and MGT-7 (60 days); MGT-14 for special resolutions.
FAQ
When must the first AGM be held? Within 9 months from the end of the first financial year; no AGM is needed in the year of incorporation.
How much notice is needed for an AGM or EGM? 21 clear days (14 for a Section 8 company); shorter only with consent of 95% of members entitled to vote.
What's the quorum for an AGM? For a private company, 2 members present; for a public company, 5/15/30 depending on the number of members.
Who can call an EGM? The Board at any time, or members holding at least 10% of paid-up voting capital by requisition.
Is e-voting mandatory? Yes, for every listed company and any company with 1,000 or more members.
Primary sources
- Sections 96, 99, 100, 101, 102, 103, 105, 108 & 109, Companies Act, 2013
- SS-2 (revised, 1 April 2024); SEBI (LODR) Regulations — for listed companies
- Post-meeting filings: AOC-4, MGT-7/MGT-7A, MGT-14
Disclaimer: This article is general information on a fast-changing area of company law, current at the time of writing. It is not legal or professional advice for any specific company. Verify the position against the live MCA rules and consult your company secretary.