(1) Every company2(20) Company means a company incorporated under this Act or under any previous company law other than a One Person Company2(62) One Person Company means a company which has only one person as a member 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 year2(41) Financial Year, in relation to any company or body corporate, means the period ending on the 31st day of March every year, and where it has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the company or body corporate is made up:
Provided that on an application made by a company or body corporate, which is a holding company or a subsidiary or associate company of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Tribunal may, if it is satisfied, allow any period as its financial year, whether or not that period is a year:
Provided further that a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement, align its financial year as per the provisions of this clause
Provided also that in case of a Specified IFSC public company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required.
Provided also that in case of a Specified IFSC private company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required. of the company and in any other case, within a period of six months
It is clarified that for companies whose financial year ends on 31.03.2020, such companies can hold their AGM for such financial year within a period of nine months from the closure of financial year only after making an application in form GNL – 1 to the Registrar. To view the clarification dated 17.08.2020, Click Here.
For companies whose financial year ends on 31.12.2019 other than the first financial year, such companies can hold their AGM for such financial year within a period of nine months from the closure of financial year. To view the relaxation circular dated 21.04.2020, Click Here., 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 Registrar2(75) Registrar means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act may, for any special reason, extend the timeMCA extends due date for AGMs by two months for the FY 2020-21 to 30/11/2021 vide orders dated 23.09.2021. To view the orders, Click Here
Refer MCA Press Release dated 08.09.2020 regarding General order for extension of time to hold AGM for FY 2019-20. To view the press release, Click Here. Individual orders will be issued by respective ROCs. 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
Refer MCA Circular dated 19.09.2024 regarding Clarification on holding of Annual General Meeting (AGM) and EGM through Video Conference (VC) or Other Audio Visual Means (OAVM) under Companies Act, 2013 – Extension of timeline. To view the circular, Click here.
Refer MCA Circular dated 25.09.2023 regarding Clarification on holding of Annual General Meeting (AGM) and EGM through Video Conference (VC) or Other Audio Visual Means (OAVM) under Companies Act, 2013 – Extension of timeline. To view the circular, Click here.
MCA Circular dated 28.12.2022 regarding clarification for holding AGM through video conferencing or other audio visual means. To read the circular, Click here.
MCA circular dated 05.05.2022 on conduct of AGM through video conferencing or other audio visual means for the calendar year 2022. To read the circular, Click Here.
MCA clarifies vide its circular dated 14.12.2021 that the Circular dated 08.12.2021 shall not be construed as an extension to hold AGM. To read the circular, Click Here.
MCA clarifies vide its circular dated 13.01.2021 that the Circular dated 05.05.2020 shall not be construed as an extension to hold AGM. To read the circular, Click Here.
MCA circular dated 05.05.2020 on conduct of AGM through video conferencing or other audio visual means for the calendar year 2020. To read the circular, Click Here. 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 situate1.For Government Company, this text is substituted as “such other place as the Central Government may approve in this behalf.” vide notification no. G.S.R. 463(E) dated 5th June, 2015. (the above exemption is substituted vide exemption notification to Government Companies dated 13th June,2017 as mentioned below)
(The exceptions, modifications and adaptations provided above shall be applicable only to those Government Companies which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar )
2. For Government Company, this text is substituted as “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” vide notification dated 13th June, 2017. To view the notification,Click Here:
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:Inserted vide Companies (Amendment) Act, 2017 dated 03.01.2018, w.e.f., 13.06.2018. To view the notification,Click Here
Provided further thatSubstituted vide Companies (Amendment) Act, 2017 dated 03.01.2018, w.e.f., 13.06.2018. To view the notification,Click Here the Central Government may exempt any company from the provisions of this sub-section subject to such conditions as it may impose.
Provided furtherProviso is inserted vide notification no. G.S.R. 466(E) dated 5th June, 2015.
(The exceptions, modifications and adaptations provided above shall be applicable only to those companies covered under section 8 of the said act which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar, vide notification dated 13th June, 2017)
To view the notification,Click Here that the time, date and place of each annual general meeting are decided upon before-hand by the Board of Directors2(10) Board of Directors, in relation to a company, means the collective body of the directors of the company having regard to the directions, if any, given in this regard by the company in its general meeting.
Explanation.—For the purposes of this sub-section, “National Holiday” means and includes a day declared as National Holiday by the Central Government.
MCA extends due date for AGMs by two months for the FY 2020-21 to 30/11/2021 vide orders dated 23.09.2021
Commencement Notification dated 13.06.2018
Enforcement Notification S.O. 902(E) dated 26/03/2014
Exemption to Govt Companies G.S.R. 463(E) dated 05/06/2015
Exemptions to Government Companies [Amendment to GSR 463(E)] dated 13/06/2017
Exemptions to Private Companies [Amendment to GSR 464(E)] dated 13/06/2017
Exemptions to Section 8 companies [GSR 466 (E)] dated 05/06/2015
The Companies (Amendment) Act, 2017 (Effective from 03.01.2018)