How to Hold an Annual General Meeting (AGM): Private Company Checklist

When must the AGM be held?

Section 96 requires every company other than an OPC to hold an AGM each year within six months of the end of the financial year, and no more than 15 months after the previous AGM. The first AGM must be held within nine months of the end of the first financial year. The ROC can extend the time by up to three months for special reasons, except for the first AGM, on an application in GNL-1.

Where and when can it be held?

The AGM must be held during business hours between 9 am and 6 pm on a day that is not a national holiday. It is held at the registered office or elsewhere in the same city, town or village. An unlisted company can hold it anywhere in India if all members consent in advance. MCA has periodically allowed AGMs through video conferencing by general circular, so check the circular in force for the year.

What goes into the notice?

Notice must reach every member, director and the auditor at least 21 clear days before the meeting, in writing or electronically. A shorter notice is valid if at least a majority in number of members holding 95% of the paid-up share capital consent. The notice states the date, time, place and business, with an explanatory statement for special business.

• Adoption of audited financial statements
• Board's report and auditor's report
• Declaration of dividend, if any
• Appointment or re-appointment of directors
• Appointment of auditor (for a five-year term) where due
• Special business with explanatory statement

Quorum and conduct

For a private company, two members personally present form the quorum unless the articles require more. Corporate members attend through an authorised representative appointed by board resolution. Members may appoint proxies, who can vote on a poll, but quorum under section 103 counts members personally present. Keep an attendance register and record resolutions clearly in the minutes.

Filings after the AGM

Financial statements are filed in AOC-4 within 30 days and the annual return in MGT-7 (or MGT-7A for small companies and OPCs) within 60 days. Where an auditor is appointed or reappointed, the company files ADT-1 within 15 days. Late filings attract additional fees of ₹100 per day per form under the fee rules, which adds up quickly.

Can an AGM be skipped?

No company other than an OPC can skip its AGM. If the audit is delayed, apply to the ROC for an extension of up to three months before the due date, except for the first AGM. Holding a meeting without audited accounts is not a substitute. Small companies benefit from simpler annual return MGT-7A and abridged board's report requirements.

Common mistakes

Companies frequently hold a paper AGM without notice, miss the auditor's appointment, or file AOC-4 before the AGM date recorded in MGT-7. Failure to hold an AGM can attract a penalty of up to ₹1 lakh on the company and officers, plus ₹5,000 for each day the default continues.

Step by step

1. 1Finalise accounts

   Get audited financial statements and board approval.

2. 2Board meeting

   Approve the board's report and notice of AGM.

3. 3Send notice

   Issue 21 clear days' notice or obtain shorter-notice consent.

4. 4Hold AGM

   Confirm quorum and pass ordinary and special business.

5. 5Record minutes

   Prepare and sign minutes within 30 days.

6. 6File ADT-1

   File within 15 days if an auditor was appointed.

7. 7File AOC-4

   File financial statements within 30 days.

8. 8File MGT-7/7A

   File the annual return within 60 days.