General Meeting Section 92 of Companies Act 2013

ANNUAL GENERAL MEETING (SECTION 96)

Section 96 (1) provides that every company, other than a one-person company is required to hold an annual general meeting every year.

SS-2 provides that the Board shall, every year, convene or authorize the convening of a meeting of its members called the Annual General Meeting to transact items of ordinary business specifically required to be transacted at an annual general meeting as well as special business, if any. 

If the Board fails to convene its Annual General Meeting in any year, any Member of the company may approach the prescribed authority, which may then

direct the calling of the Annual General Meeting of the company.

>> Key provisions regarding the holding of an Annual General Meeting:

1. First annual general meeting of the company should be held within 9 months from the closing of the first financial year. Hence it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation.

2. Annual general meeting should be held once in each calendar year.

3. Subsequent annual general meeting of the company should be held within 6 months from the date of closing of the relevant financial year.

4. The gap between two annual general meetings shall at most be 15 months.

Note:  

1. The three-time limits given above regarding subsequent AGM i.e. 2, 3 and 4 are separate and cumulative. Non-compliance of any of them would constitute an offence. Therefore, the last date for holding AGM shall be the earliest of the above three limits.

2. One-person company is exempt from holding an AGM.

>> FOR LISTED ENTITIES SEBI vide recent notification provided that:

 the top 100 listed entities by market capitalization, determined as on March 31st of every financial year, shall hold their annual general meetings within a period of five months from the date of closing of thefinancial year.

 The top 100 listed entities shall provide one-way live webcast of the proceedings of the annual general meetings. (Notified on 9th May, 2018 effective from April 1, 2019)

 Every listed entities, under Regulation 30 of SEBI (LODR) Regulation, 2015, is required to disclose the proceedings of annual & extraordinary general meeting to the Stock Exchange where its securities are listed within 24 hours of the event.

>>  EXTENSION OF VALIDITY PERIOD OF AGM

1. In case, it is not possible for a company to hold an annual general meeting within the prescribed time, the Registrar may, for any special reason, extend the time within which any annual general meeting shall be held.

2. Such extension can be for a period not exceeding 3 months.

3. No such extension of time can be granted by the Registrar for the holding of the first annual general meeting.