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What is the concept of AGM as per Companies Act 2013

CS Karan B Khattri 
on 07 August 2020

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As per Section 96 of the companies Act, 2013, 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.

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.

Annual General Meeting as per Companies Act, 2013
first annual general meeting Nine months from the date of closing of the first financial year
Other annual general meeting within a period of six months, from the date of closing of the financial year

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

As per Section 96(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 but 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.

Power of Tribunal to Call Annual General Meeting 

As per Section 97(1) if any default is made in holding the annual general meeting of a company under section 96, the Tribunal may, notwithstanding anything contained in this Act or the articles of the company, on the application of any member of the company, call, or direct the calling of, an annual general meeting of the company and give such ancillary or consequential directions as the Tribunal thinks expedient

Notice for Annual General Meeting

The notice for annual general meeting must be sent to all the member, auditors and debenture trustees at least 21 days clear days before the meeting along with the annual report of the Company. It excludes the day of service of the notice and the day on which the meeting is to be held.

Annual general meeting may be held with a shorter notice if it is so agreed by at least 95% the members entitled to vote in the meeting.

Quorum for Annual General Meeting

  • in case of a public company:
No of Member on the date of Meeting Members personally present (Quorum)
Member not more than 1000 5
More than 1000 but up to 5000 15
exceeds 5000 35

In the case of a private companytwo members personally present, shall be the quorum for a meeting of the company.

If the quorum is not present within half-an-hour from the time appointed for holding a meeting of the company, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other date and such other time and place as the Board may determine.

Default in Holding Annual General Meeting:

As per section 99 of Companies Act 2013, the failure to call this meeting:

  • Offence punishable with fine which may extend to Rs 1, 00,000/- on the company and every officer of the company who is in default.
  • In case of continuing default there can be a further fine which may extend to Rs 5,000 for every day of default.
 

Mail us for Roc Annual Compliances: rocguru.com@gmail.com

 

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Category Corporate Law
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CS Karan B Khattri 

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