1. Annual general meeting
( SECTION 96 )

2. Mandatory requirement for holding AGM
Every company is required to hold AGM every year (but no such requirement in OPC).
Holding AGM in every calendar year is statutory necessity.
Calendar year is from January 1 to December 31 and not 12 months from date of incorporation of company.

3. Companies that can hold AGM
Every company can hold AGM,
Whether public or private,
Having share capital or not,
Limited or unlimited,
Can hold AGM
Except, One Person Company(OPC)

4. Objects of holding AGM
To protect shareholders interest by giving them chance to review company’s working.
To replace or reappoint auditors by shareholders.
To declare the dividends proposed by the directors.
To get approvals from shareholders.
To re-elect the directors.
To discuss ‘Special Business’ i.e. the matters that require approval of shareholders.

5. Time period for holding AGM
First AGM
to be held within 9 months from the end of first financial year.
Subsequent AGM
provisions are given u/s 96 of Companies Act,2013
Business hours
between 9 a.m. and 6 p.m. {defined u/s 96(2)}

6. Subsequent AGM (u/s 96)
Held on the earliest of the following three dates :
One separate and distinct meeting must be held in every calendar year. If a meeting is adjourned to a date in next year, it will not become meeting of that year.
Maximum gap between two AGMs can be 15 months.
Must be held within 6 months from close of financial year i.e. from date of financial year.
Failure to comply with any of them constitutes offence.

7. Extension of time
ROC can extend the time, to hold the AGM for special reasons, up to 3 months {section 96(1)}.
Extension is not available for the first AGM.
In case of extension of three months, the interval between 2 successive AGMs shall not exceed 18 months.
An application for extension is to be filed before the expiry of the period prescribed in section 96(1).
Court or NCLT do not have the power to extend time, call and conduct the AGM.
Only ROC has the power to grant extension.

8. Validity of AGM held beyond Statutory time
AGM held beyond due date is not void
All resolutions passed are valid
But it invites penalty u/s 99
Rs. 1,00,000 and additional fine up to Rs.5,000 for every day of default.

9. NOTICE
A public company must give at least 21 clear days notice for convening AGM .The period of 21 days is calculated from the date of receipt of notice by the members.
It excludes :-
1. Day of service of notice
2. Day on which the meeting is to be held

10. NOTICE TO WHOM (Section 77)
Every member of the company
Legal representative of deceased
Receiver or official assignee of an insolvent member
Auditors of the company
Every directors of the company

11. TIME & DAY OF AGM TIME :- Starting Time 9 AM – 6 PM (Business Hours)
Ending Time as per the agenda
(notice without time is invalid)
DAY :-
Day for AGM should not on be a public holiday ( it includes sundays or any day which central govt. declared as public holiday)

12. PLACE OF AGM At registered office of company
If at any other place then it should be with in same town, city or village as registered office is situated.

13. QUORUM (Section 103) It is the minimum number of required in meeting.
If < 1000 members = 5 members
If 1000 – 5000 members = 15 members
If >5000 members = 30members

14. Business to be transacted (section 102)
ORDINARY BUSINESS (transacted by passing ordinary resolution) :-
Consideration of accounts, balance sheet & report of board of directors & auditors
Declaration of dividend
Appointment of directors in places of those retiring
Appointment of & fixing of remuneration of, auditors

15. SPECIAL BUSINESS:-
All matters other than ordinary business
For that an explanatory statement is required which contains:-
All material facts concerning each item
The interest of director or key managerial personnel in above
Time & place where document for approval can be inspected by the members
Absence of this statement renders the meeting invalid .

16. Procedure for holding adjourned AGM
AGM can be adjourned by chairman,
But if wrongful adjournment the members may appoint a chairman,
Notice is not required to be given,
Unless the date is not fixed in original meeting,

17. AGM by tribunal[section 97]
If company fails to hold AGM within prescribed period [sec 96]
The tribunal on application by member, may :-
Either call or direct calling of a general meeting of the co.
Give directions in regard to calling ,holding or conducting of such meetings,

18. Penalty [sec 99]
Rs.1,00,000 and
In case of continuing default ₹5000 per day

19. Drafting the notice of AGM
AGM should be held at registered office or with in same city, town or village.
AGM should not be on public holiday.
Meeting should be during business hours.
The gap between accounts preparation should not be more than 6 months.
Resolution must be set out for any special to be considered .
Notice should be under proper authority.
The gap b/w the date of notice & the date of meeting should not be less than 21 days.

20. Duties of the Secretary in connection with AGM
Responsible for making all arrangements for holding AGM of the company.
His work may be divided into three sections.
Preparations of AGM before the meeting
Secretarial work during the course of AGM
Secretarial work immediately after AGM

21. (A) Preliminary duties before the meeting
To prepare final accounts
To get approval from board
To submit final accounts to Statutory Auditors
To draft various documents
To fix the schedule of the AGM
To fix Board Meeting to finalize the AGM

22. To correspond and intimate the Stock Exchange
To make arrangement for printing
To issue notice of AGM
To fix the Agenda of the Meeting
Publication of notice of closure of register of members
To prepare the list of Proxy Forms
To prepare Dividend List

23. (B) At The Meeting To collect Attendance Slips
To assist the Chairman in Ascertaining the Quorum
To read the notice of the meeting
Chairman’s speech
Duty to read Director’s and Auditor’s Report
To assist the Chairman in answering the queries
To take notes of proceedings of the meeting

24. (C) After the Meeting To prepare Minutes
To deposit the amount of dividend in separate bank account
To make arrangements for the issue of Dividend Warrants
To deposit Corporate Dividend Tax
To file copies of Final Accounts with the Registrar
To prepare Annual Return
To get the Special Resolution Registered