Compliance · Provision
When the AGM must be held (by 30 September for a March year-end), the nine months for the first one, the ROC's three-month extension, and the rules on time and place. (Section 96, Companies Act, 2013.) In force since 1 April 2014 · An unlisted company's AGM anywhere in India, with all members' consent, since 13 June 2018 · Text checked against India Code on 26 October 2026.
Quick Statutory Answer
Section 96 of the Companies Act, 2013 requires every company other than a One Person Company to hold an annual general meeting each year, within six months of the end of its financial year: by 30 September for a year ending 31 March. The first AGM may be held within nine months of the close of the first financial year, and no more than fifteen months may pass between one AGM and the next. The Registrar can extend the time by up to three months for a special reason, but not for the first AGM. The meeting is called between 9 a.m. and 6 p.m. on a day that is not a National Holiday, at the registered office or elsewhere in the same city, town or village; an unlisted company may hold it anywhere in India with every member's advance consent. The AGM date also starts the clock for AOC-4 (30 days) and MGT-7 (60 days).
96. 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) 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 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.
| Rule | What it means | Provision |
|---|---|---|
| AGM every year | Every company except a One Person Company | s.96(1) |
| Within 6 months of the financial year end | By 30 September for a year ending 31 March | First proviso to s.96(1) |
| First AGM | Within 9 months of the close of the first financial year; none needed in the year of incorporation | First and second provisos to s.96(1) |
| Gap between AGMs | Not more than 15 months | s.96(1) |
| Extension by the ROC | Up to 3 months, for a special reason; not for the first AGM | Third proviso to s.96(1) |
| Time and day | Between 9 a.m. and 6 p.m., on a day that is not a National Holiday | s.96(2) |
| Place | The registered office or elsewhere in the same city, town or village; an unlisted company anywhere in India with all members' advance consent | s.96(2) and its first proviso |
| Default | Fine up to ₹1 lakh on the company and every officer in default, plus up to ₹5,000 a day while it continues | s.99 |
Up to ₹1 lakh + ₹5,000 a day. Fine on the company and every officer in default under section 99. AOC-4 and MGT-7 are still due, counted from the date the AGM should have been held (ss.137(2), 92(4)).
The section requiring every company other than a One Person Company to hold an annual general meeting each year: within six months of the end of the financial year, within nine months for the first one, and no more than fifteen months after the previous AGM, during business hours at or near the registered office.
Six months from the close of the financial year: 30 September for a year ending 31 March. The first AGM may be held within nine months of the close of the first financial year, and no more than fifteen months may pass between two AGMs.
Yes, by up to three months for a special reason, under the third proviso to section 96(1). The extension is not available for the first AGM.
Section 96(2) excludes only a National Holiday, meaning a day declared as such by the Central Government. A Sunday is not a National Holiday, so the AGM can be held on one, between 9 a.m. and 6 p.m.
No. Section 96(1) applies to every company other than a One Person Company.
Under section 99, the company and every officer in default are punishable with a fine of up to ₹1 lakh, and up to ₹5,000 for every day the default continues.
Maintains the law explainers, calculators, templates and blog posts on vidhisar.in: checks them against the statute text and updates them when the law changes. Errors and changes in the law can be reported to legal@vidhisar.in.
The section in its own words, with a plain-English explanation of what it requires. Not legal advice: take advice on anything turning on your own facts.