Clarification regarding clubbing of AGM and EGM into one meeting

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27 November 2025 I have a query regarding a company incorporated under the Companies Act in India. The company was supposed to conduct the AGM for FY 2024-25 on or before 30-09-2025. However due to some technical issues it was not in a position to conduct the same before the statutory deadline. Consequently the company represented to the ROC and was given extension of 3 months to conduct the AGM (i.e. on or before 31-12-2025). However till date the company has not issued any AGM notice. Meanwhile the company received a EGM requisition under Sec 100(2) with certain resolutions on 26-11-2025. At this juncture the Board of Directors of the Company are in dilemma as to whether they have to conduct two meets - one AGM on or before 31-12-2025 and another EGM on or before 10-01-2026 (statutory 45 days period) OR can club both the resolutions and conduct one meeting on or before 31-12-2025 by appending the EGM resolutions as special business in the AGM notice. Request your expert opinion and guidance on the same.

Dhirajlal Rambhia

Dhirajlal Rambhia (Expert)
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27 November 2025 Yes, the company can combine the AGM and EGM into a single meeting by including the requisitioned EGM resolutions as special business in the AGM notice, provided statutory requirements for notice, explanatory statements, and timelines are complied with. This avoids duplication and is legally permissible under the Companies Act, 2013.

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Dhirajlal Rambhia

Dhirajlal Rambhia (Expert)
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27 November 2025 1. Statutory Framework
- AGM Requirement:
- Section 96 mandates holding an AGM annually.
- Extension granted by ROC allows AGM for FY 2024–25 to be held on or before 31-12-2025.
- EGM Requisition (Section 100(2)):
- Shareholders holding ≥10% of paid-up share capital can requisition an EGM.
- The Board must convene the meeting within 45 days of requisition receipt (i.e., by 10-01-2026).
- If the Board fails, requisitionists themselves may convene it.
Sources:

2. Clubbing AGM & EGM
- Permissibility:
- The Companies Act does not prohibit combining requisitioned EGM matters with AGM.
- AGM notices can include ordinary business (approval of accounts, dividend, director rotation, auditor appointment) and special business (any other resolutions, including requisitioned ones).
- Practical Approach:
- Issue one AGM notice before 31-12-2025.
- Append requisitioned resolutions under “Special Business.”
- Provide explanatory statement under Section 102 for each special item.
- Compliance Benefit:
- Holding a single meeting satisfies both obligations:
- AGM statutory deadline (31-12-2025).
- EGM requisition timeline (within 45 days).
- Avoids duplication, cost, and logistical burden.

3. Key Compliance Points
- Notice Period: Minimum 21 clear days (excluding day of sending and day of meeting).
- Mode of Service: By hand, post, or electronic means to all members, directors, and auditors.
- Agenda Clarity: Clearly distinguish between ordinary business (AGM) and special business (EGM requisitioned items) in the notice.
- Explanatory Statement: Mandatory for each special resolution, detailing material facts, interest of directors/KMP, etc.
- Minutes & Filing: Ensure proper recording in minutes and filing of resolutions with ROC (e.g., MGT-7, AOC-4, MGT-7A, and MGT-7 filings as applicable).

4. Audit-Defensible Strategy
- Document ROC Extension Order and reference it in AGM notice.
- Board Resolution: Pass a resolution approving combined AGM notice with requisitioned items.
- Transparency: Maintain clear separation in agenda to demonstrate compliance with both Section 96 (AGM) and Section 100 (EGM).
- Risk Mitigation: If requisitionists object, clarify that their resolutions were duly included and voted upon within statutory timelines.

Dhirajlal Rambhia

Dhirajlal Rambhia (Expert)
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27 November 2025 The Board should issue AGM notice immediately, scheduling the meeting before 31-12-2025, and include requisitioned EGM resolutions as special business. This ensures compliance with both statutory obligations, avoids duplication, and provides a defensible position in case of audit or shareholder scrutiny.

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