Annual General Meeting (AGM)
Complete Compliance Guide Under the Companies Act, 2013

The Annual General Meeting is the most significant compliance event in the annual calendar of every Indian company. Unlike the Extraordinary General Meeting, which is called for specific purposes on an as-needed basis, the AGM is a mandatory statutory requirement that every company (except a One Person Company) must hold every year within 6 months of the close of its financial year. For companies whose financial year ends on 31 March, this means the AGM must be held by 30 September. The AGM is not merely a procedural formality — it is the annual accountability mechanism between the company’s management (the Board of Directors) and its owners (the shareholders). At the AGM, shareholders adopt the annual financial statements that the Board has prepared, receive and consider the Directors’ Report, hear the Auditor’s Report, and make (or ratify) key governance decisions: appointing retiring directors, re-appointing auditors, and declaring dividend. Non-holding of the AGM is an offence under Section 99 of the Companies Act, 2013, exposing every officer of the company to a fine of Rs. 1 lakh and a further Rs. 5,000 per day of continuing default.

N D Savla & Associates, Chartered Accountants based in Mumbai, provides complete AGM organisation and compliance services for companies of all sizes: preparing the Directors’ Report, arranging for the audit of the annual financial statements, drafting the AGM notice with the explanatory statement for all special business items, dispatching notice to all members at least 21 clear days before the AGM, conducting the AGM in compliance with the Companies Act and the Articles of Association, recording the AGM minutes within 30 days, and filing the full suite of post-AGM MCA forms: Form AOC-4 (Financial Statements) within 30 days of the AGM, Form MGT-7 (Annual Return) within 60 days of the AGM, and Form ADT-1 for auditor re-appointment within 15 days of the AGM. All AGM-related filings are processed on the MCA21 portal at mca.gov.in.

The AGM sits at the centre of the company’s annual compliance ecosystem. The financial statements that are adopted at the AGM are the output of the statutory audit. The auditor whose report is presented at the AGM is re-appointed (or rotated) at that same AGM. The directors who retire by rotation at the AGM may be re-appointed or replaced. The dividend declared at the AGM must be paid within 30 days. And within 60 days of the AGM, the company must file its Annual Return (Form MGT-7) capturing the company’s complete shareholder and director information as at the AGM date. The AGM is therefore not a single event — it is the anchor event around which the entire annual compliance cycle is organised.

Section 96 — The Legal Requirement

Section 96(1) of the Companies Act, 2013 provides that every company other than a One Person Company shall in each year hold a general meeting as its Annual General Meeting, in addition to any other meetings. The section specifies:

• The gap between two consecutive AGMs shall not exceed 15 months
• The company must hold the AGM within the prescribed period (6 months from end of financial year, or 9 months for the first AGM)
• The time, date, and place of the AGM shall be notified to the Registrar of Companies in the prescribed manner
• For listed companies: The AGM must be held at the registered office or at a place within the same city, town, or village where the registered office is situated (with certain exceptions for VC/OAVM)
• For private companies: The AGM may be held at any place (with the consent of all members) unless the Articles restrict the venue

Only One Person Companies (OPCs) are exempt from the AGM requirement under Section 96. An OPC is not required to hold an Annual General Meeting. However, OPCs must still prepare annual financial statements and file Form AOC-4 (within 180 days from the end of the financial year) and the Annual Return (Form MGT-7/7A within 60 days from the end of the financial year). The practical difference for OPCs is that there is no requirement to convene a physical (or virtual) general meeting — the financial statements are deemed approved.

For companies whose financial year ends on 31 March (which is the standard financial year for most Indian companies), the AGM must be held within 6 months of the financial year end, i.e., by 30 September of the same calendar year. For example: the AGM for Financial Year 2024-25 (1 April 2024 to 31 March 2025) must be held by 30 September 2025.

For companies with a non-March financial year end (permitted in certain circumstances):

• Financial year ending 30 June: AGM by 31 December of the same year
• Financial year ending 30 September: AGM by 31 March of the following year
• Financial year ending 31 December: AGM by 30 June of the following year

A newly incorporated company has a longer window for its first AGM. Section 96(1) provides that the first AGM must be held within 9 months from the end of the first financial year. For a company incorporated in, say, August 2024 (with financial year ending 31 March 2025): the first AGM must be held by 31 December 2025 (9 months from 31 March 2025). The company is also not required to hold an AGM in the year of incorporation.

Section 96(1) specifically provides that the gap between two consecutive AGMs must not exceed 15 months. This creates an additional constraint beyond the annual deadline: even if a company holds its AGM early (say, in June 2025 for FY 2024-25), the next AGM (for FY 2025-26) must be held by September 2026 at the latest (within 6 months of 31 March 2026). But if the company also needs to ensure the gap from June 2025 to the next AGM is not more than 15 months, the next AGM must be by September 2026 (June 2025 + 15 months = September 2026 — which conveniently aligns with the 30 September standard deadline in this case).

The Registrar of Companies may, for any special reason, extend the time for holding an AGM (other than the first AGM) by a period not exceeding 3 months. This means the AGM deadline can be extended from 30 September to 31 December if a valid special reason is demonstrated. Companies that are unable to hold the AGM by 30 September (due to pending audit, pending accounts preparation, regulatory issues, or other genuine reasons) should apply for an extension to the Registrar before the 30 September deadline. An application for extension after the deadline has already been missed is less likely to succeed in preventing a prosecution.

Section 102(2) of the Companies Act, 2013 defines the “ordinary business” that is transacted at every AGM. All other business is “special business” requiring an explanatory statement under Section 102(1). The four mandatory ordinary business items are:

1 — Adoption of Financial Statements

The Board of Directors presents the audited annual financial statements to the shareholders at the AGM for their consideration and adoption. The financial statements comprise: the Balance Sheet as at 31 March; the Statement of Profit and Loss for the financial year; the Cash Flow Statement (for companies above the prescribed size); the Statement of Changes in Equity (for companies that have adopted Ind AS); Notes to Accounts; the Auditors’ Report (presented by the statutory auditor); and the Directors’ Report (presented by the Board). After consideration and discussion, the shareholders pass an Ordinary Resolution adopting the financial statements. This adoption is a critical event: until shareholders adopt the financial statements at the AGM, they are not considered finally approved. The adopted financial statements are then filed with the MCA in Form AOC-4 within 30 days of the AGM. For LLPs, the equivalent annual financial submission is Form 8 (Statement of Account and Solvency), which has its own separate due date (30 October) and does not require a general meeting for adoption.

2 — Declaration of Dividend

The second mandatory item is the declaration of final dividend, if any. The Board may have declared an interim dividend during the financial year; the final dividend is declared by the shareholders at the AGM. The dividend declaration is an Ordinary Resolution. If the Board does not recommend a dividend, this item is still formally placed before the shareholders as a nil dividend item. The declared dividend must be paid to shareholders within 30 days of the AGM. Unpaid dividends must be transferred to a separate bank account and eventually to the Investor Education and Protection Fund (IEPF) if unclaimed for 7 years.

3 — Appointment of Directors Retiring by Rotation

At every AGM, one-third of the total number of directors who are liable to retire by rotation must retire (Section 152(6)). The directors who have been longest in office since their last appointment retire first. Retiring directors are eligible for re-appointment unless the company decides otherwise (passes an Ordinary Resolution not to fill the vacancy or fills it with another person). This rotation mechanism applies to public companies; for private companies, the Articles typically provide that directors are not liable to retire by rotation. For detailed guidance on who retires and the forms required for director re-appointment or change at the AGM, see our Director Change service.

4 — Appointment or Re-Appointment of Auditors

At every AGM, the statutory auditor must be formally appointed or re-appointed. For companies not subject to mandatory rotation: the same auditor can be re-appointed annually by an Ordinary Resolution. For companies subject to mandatory rotation: the rotation year will occur at the AGM of the year when the maximum term expires, and a new auditor must be appointed by an Ordinary Resolution at that AGM. In all cases, Form ADT-1 must be filed within 15 days of the AGM. See our Auditor Appointment Services for the complete audit appointment process, and our Auditor Rotation Services for mandatory rotation planning.

An AGM must be called by giving not less than 21 days’ clear notice. The notice must be sent to: every member; every director; the company’s statutory auditor; and every trustee for debentureholders (where applicable). For listed companies: also to SEBI and the stock exchange, with newspaper publication as per SEBI LODR. The procedure for notice, shorter notice (with 95% consent), and notice content requirements are the same for the AGM as for an Extraordinary General Meeting — see our EGM guide for the complete Section 101 notice framework.

Section 136 — Financial Statements Must Be Sent 21 Days Before AGM

Section 136(1) requires that at least 21 days before the date of the AGM, copies of the following must be sent to every member, trustee for debentureholders, and every auditor:

• The financial statements (Balance Sheet, P&L, and all accompanying documents)
• The Directors’ Report (prepared under Section 134)
• The Auditors’ Report on the financial statements
• Every other document required to be annexed or attached to the financial statements

For listed companies and companies with 1,000+ members: Section 136(1) allows sending notice and financial statements electronically (by email or through the company’s website) to members who have registered their email addresses. Physical copies must still be sent to members who have not registered email addresses and to all other entitled persons. The financial statements made available to members under Section 136 do not need to be adopted before sending — the draft financial statements (post-audit, pre-adoption) are circulated 21 days before the AGM, and then formally adopted at the AGM.

The quorum requirements for the AGM are identical to those for the Extraordinary General Meeting under Section 103: private company — 2 members personally present; public company up to 1,000 members — 5 members; public company 1,001 to 5,000 members — 15 members; public company above 5,000 members — 30 members. If quorum is not present within 30 minutes: the AGM (when Board-called, as all AGMs are) is adjourned to the same time, same day, the following week. At the adjourned AGM, the members present (however few) constitute the quorum, unless the Articles require a higher quorum for the adjourned meeting.

The director retirement by rotation mechanism is one of the most distinctive features of the AGM for public companies. Section 152(6) provides:

• Not less than two-thirds of the total number of directors of a public company shall be persons whose period of office is liable to determination by retirement by rotation
• At every AGM of a public company, one-third of such of the directors for the time being as are liable to retire by rotation shall retire from office
• The directors who retire shall be those who have been longest in office since their last appointment (seniority basis)
• Where two or more directors have equal seniority (appointed at the same AGM), the order of retirement is determined by agreement among them (or by lot if no agreement)
• A retiring director is eligible for re-appointment unless the AGM, by an Ordinary Resolution, decides otherwise

Not all directors are liable to retire by rotation. The following are typically NOT liable to retire by rotation (and their positions are therefore not counted in the one-third rotation calculation):

• Managing Directors and Whole-Time Directors: Their tenure is governed by their appointment terms under Section 196
• Independent Directors: Appointed for fixed terms under Section 149; Section 152(6)(e) specifically provides that nothing in Section 152(6) shall apply to an Independent Director
• Nominee Directors: Where the Articles provide that certain directors (such as investor-nominee directors) are not liable to retire by rotation
• For private companies: Section 152(6) does not apply to private companies unless their Articles specifically provide for retirement by rotation

The calculation of which one-third must retire can be complex for companies with many directors serving for different periods. N D Savla & Associates tracks the seniority list for all directors for every corporate client and advises the Board well before the AGM on which directors are due to retire by rotation and which are eligible for re-appointment. For the DIR-12 and resolution requirements when directors are re-appointed or replaced at the AGM, see our Director Change service.

Three separate MCA forms must be filed after the AGM, each with its own deadline. All three run from the date of the AGM. Managing these three deadlines simultaneously is a critical post-AGM compliance exercise:

Form AOC-4 — Financial Statements (Within 30 Days of AGM)

Form AOC-4 is the filing through which the company submits its adopted financial statements to the Registrar of Companies. It must be filed on the MCA21 portal at mca.gov.in within 30 days of the date of the AGM at which the financial statements were adopted. Form AOC-4 contains: the Balance Sheet as at 31 March; the Statement of Profit and Loss; the Cash Flow Statement; the Statement of Changes in Equity; the Auditors’ Report; the Directors’ Report; and a declaration by a director that the financial statements present a true and fair view. The form requires the DSC of a director and, for certain classes of companies, the DSC of the auditor or company secretary. Companies required to prepare financial statements under Ind AS may need to file Form AOC-4 XBRL (eXtensible Business Reporting Language) in addition to the standard AOC-4. Our Annual Company Filing service covers the complete AOC-4 preparation and filing process.

Form MGT-7 — Annual Return (Within 60 Days of AGM)

Form MGT-7 is the Annual Return — a comprehensive document that captures a snapshot of the company’s corporate structure as at the AGM date. It must be filed within 60 days of the AGM (Form MGT-7A for OPCs and small companies within 60 days from end of financial year). Form MGT-7 discloses:

• Registered office, principal business activities, and subsidiaries
• Share capital details — authorised, issued, subscribed, and paid-up capital
• Pattern of shareholding: promoter holding, public/institutional holding, details of top 10 shareholders
• List of all members (for companies with fewer than 50 members: complete list; for others: list of top 10 by shareholding)
• Directors and Key Managerial Personnel details — names, DINs, designations, remuneration
• Changes in directors, KMPs, and shareholders during the year
• Details of debt: debentures, deposits, secured borrowings
• Certifications: for certain classes of companies, MGT-7 must be certified by a Practising Company Secretary

Form ADT-1 — Auditor Appointment (Within 15 Days of AGM)

Whenever an auditor is appointed or re-appointed at the AGM, Form ADT-1 must be filed within 15 days of the AGM. This is the shortest post-AGM deadline and is often missed in the post-AGM bustle. For the complete ADT-1 process including consent and eligibility certificate requirements, see our Auditor Appointment Services page. For companies whose mandatory rotation year coincides with this AGM: the new auditor’s ADT-1 must also be filed within 15 days. See our Auditor Rotation Services for rotation-specific compliance.

All three post-AGM forms attract late fees if not filed within their respective deadlines:

• Form AOC-4: Additional fee at multiplier rates (2× to 12× base fee) for delay beyond 30 days; Section 137 penalty of Rs. 1,000 per day after a grace period on the company; directors: Rs. 1,000 per day
• Form MGT-7: Additional fee at multiplier rates for delay beyond 60 days; Section 92(5) penalty of Rs. 50,000 on the company and directors for non-filing
• Form ADT-1: Additional fee at multiplier rates for delay beyond 15 days; Section 147 penalties on the company (Rs. 25,000–5,00,000) and directors (Rs. 10,000–1,00,000 or imprisonment up to 1 year)

The AGM and EGM are both general meetings of shareholders but serve fundamentally different purposes and have significantly different characteristics:

Frequency: AGM — Mandatory, once per year; EGM — Optional, as many as needed

Deadline: AGM — By 30 September (6 months from financial year end); EGM — No fixed deadline, called when needed

Mandatory business: AGM — 4 mandatory ordinary items (financial statements, dividend, director rotation, auditor); EGM — No mandatory items; entirely determined by the specific purpose for which it is called

Venue: AGM — Registered office city (for listed companies); EGM — Anywhere in India

Consequence of non-holding: AGM — Section 99 penalty (Rs. 1 lakh + Rs. 5,000/day) on every officer; EGM — Specific penalties for the specific resolution not passed (e.g., cannot validly appoint a director without holding the required meeting)

Post-meeting filings: AGM — AOC-4 (30 days), MGT-7 (60 days), ADT-1 (15 days); EGM — MGT-14 (30 days) for specified resolutions + transaction-specific forms (DIR-12, ADT-1, etc.)

Who calls it: AGM — Board of Directors (mandatory, cannot be avoided); EGM — Board of Directors, or shareholders by requisition (10% of paid-up capital), or NCLT

MCA has allowed companies to conduct their AGMs through video conferencing (VC) or other audio-visual means (OAVM) since 2020. For listed companies, SEBI LODR also provides for VC AGMs. The key requirements for a VC AGM:

• The AGM notice must include: the VC/OAVM joining link; the login credentials; the e-voting instructions; and the process for members to participate and speak during the meeting
• E-voting must be provided for all members for the period of at least 3 days before the AGM, in addition to the remote e-voting facility during the meeting itself
• The chairman and at least two directors, including any Whole-Time Director, must be present at a designated venue (physical venue) of the company
• For listed companies: The proceedings must be streamed live on the SEBI portal and the stock exchange portal, and results must be declared within 48 hours of the AGM
• A scrutiniser must oversee both the e-voting and the VC meeting attendance, and issue a scrutiniser’s report on the voting results
• The proceedings must be recorded and the recording made available to members for inspection for at least 1 year

Section 99 of the Companies Act, 2013 provides the penalty framework for failure to hold the AGM:

• Every officer of the company who is in default shall be punishable with a fine of not less than Rs. 1 lakh
• In case of continuing default: Rs. 5,000 for each day after the first offence during which such default continues
• Both the company and every officer in default are subject to these penalties
• The NCLT (National Company Law Tribunal) may also call the AGM under Section 97 if the company fails to hold it

In addition to the Section 99 penalties, the non-holding of the AGM has cascading compliance consequences:

• Financial statements cannot be formally adopted, delaying Form AOC-4 filing and increasing the late fees on AOC-4
• The Annual Return (MGT-7) is typically filed within 60 days of the AGM; non-holding of AGM means MGT-7 will also be significantly delayed, attracting its own late fees
• The auditor re-appointment (Form ADT-1) is not possible until the AGM is held, creating a gap in the valid auditor appointment
• Dividend declared as interim during the year but not confirmed as final at AGM creates uncertainty in the accounting records
• For listed companies: SEBI LODR requires disclosure to the stock exchange if the AGM is not held by the prescribed date, which is a public compliance failure

The requirement for an Annual General Meeting is one of the oldest provisions in Indian company law, codified in the Companies Act, 1913 (derived from British company law) and carried forward into the Companies Act, 1956. The 1956 Act (Section 166) required every company other than a private company to hold an AGM within 6 months from the end of its financial year. The four items of ordinary business at the AGM have remained substantially unchanged from the 1956 Act to the Companies Act, 2013.

The Companies Act, 2013 significantly strengthened the AGM framework: the mandatory explanatory statement (Section 102) was reinforced with more detailed disclosure requirements; e-voting (Section 108) was introduced as a mandatory facility for listed companies and companies with 1,000+ shareholders; the Directors’ Report (Section 134) was expanded to include CSR disclosures, related party transaction disclosures, and a larger number of mandatory annexures; and Section 136 was expanded to require the dispatch of financial statements to members 21 days before the AGM (not just the notice).

The COVID-19 pandemic created an immediate crisis for companies scheduled to hold AGMs in 2020, when physical gatherings were prohibited. The MCA issued emergency circulars allowing VC AGMs, which were subsequently extended annually. VC AGMs have become an established feature of the Indian corporate governance landscape, significantly increasing shareholder participation by enabling retail investors who cannot travel to attend AGMs of companies registered in distant cities.

Yes, for every company except a One Person Company (OPC). Section 96 of the Companies Act, 2013 makes it mandatory for every company (other than an OPC) to hold an AGM every year. For most companies with a financial year ending 31 March, the AGM must be held by 30 September. Non-holding of the AGM attracts a penalty of Rs. 1 lakh on every officer in default, plus Rs. 5,000 per day of continuing default under Section 99.

If the AGM cannot be held by 30 September (for example, because the audit is not yet completed, or for other genuine reasons), the company may apply to the Registrar of Companies for an extension of up to 3 months under Section 96(1). This can extend the AGM deadline to 31 December. The application must be made BEFORE the 30 September deadline. If the deadline passes without an extension being granted, the company is in default from 1 October.

No. Section 102(2) of the Companies Act specifically designates four items as “ordinary business” for the AGM: (1) adoption of financial statements; (2) declaration of dividend; (3) appointment of retiring directors; (4) auditor appointment/re-appointment. These items must appear on the AGM agenda every year. They cannot be omitted even if there is nothing to decide (for example, if there is no dividend to declare — the item still appears as “Declaration of Nil Dividend”). Additional items can be added as “special business” with the required explanatory statement.

Both are post-AGM MCA filings but cover completely different information. Form AOC-4 is the Financial Statements filing — the actual audited Balance Sheet, P&L, Directors’ Report, and Auditors’ Report that were adopted at the AGM. It is due within 30 days of the AGM. Form MGT-7 is the Annual Return — a disclosure document showing the company’s corporate structure (shareholders, directors, KMPs, share capital, charges) as at the AGM date. It is due within 60 days of the AGM. Both must be filed separately on MCA21, and both attract separate penalties for late filing. Our Annual Company Filing service covers the complete AOC-4 process; our Company Secretary services cover MGT-7.

Directors are entitled to attend and speak at general meetings but are not required by law to attend. The quorum for the AGM is based on the number of MEMBERS present (not directors). However, in practice, the chairperson of the AGM (typically the Chairman of the Board) must attend, and most directors attend to answer shareholder questions. For VC AGMs, the chairman and at least two directors must be present at the designated venue. Directors with active DINs can only sign the post-AGM MCA forms if their DINs are active — check our

DIN Reactivation service if any director’s DIN has been deactivated.