(1) 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 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 year of the company and in any other case, within a period of six months, 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 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.
2&3[(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:
4[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:
Provided further that] the Central Government may exempt any company from the provisions of this sub-section subject to such conditions as it may impose.
Applicability & Frequency
Applicability: Every company—except a One Person Company (OPC)—must hold an Annual General Meeting (AGM) every year.
Labeling: The notice calling the meeting must explicitly state that the meeting is an Annual General Meeting.
Gap Between AGMs: The gap between two consecutive AGMs must not exceed 15 months.
2. Timelines for Holding an AGM
First AGM
Must be held within 9 months from the closing date of the company's first financial year.
If held within this 9-month window, the company does not need to hold an AGM in its year of incorporation.
Subsequent AGMs
Must be held within 6 months from the closing date of the financial year.
Must satisfy the 15-month gap limit from the previous AGM.
Extension of Time
The Registrar of Companies (RoC) may extend the due date of a subsequent AGM by up to 3 months for special reasons.
Note: No extension can be granted by the RoC for the First AGM.
3. Timing, Venue, and Day of the AGM
Business Hours: Must be called between 9:00 AM and 6:00 PM.
Allowed Days: Can be held on any day that is not a National Holiday.
Standard Venue: Must be held either at the company’s registered office or at another place within the same city, town, or village where the registered office is located.
Exceptions & Exemptions
Unlisted Companies: Can hold their AGM anywhere in India, provided all members give consent in advance in writing or electronically.
Government Exemption: The Central Government holds the power to exempt any company from the timing/location restrictions, subject to conditions it specifies.
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