By Manu Rao | Updated March 2026
What Is an Annual General Meeting?
An Annual General Meeting (AGM) is a mandatory gathering of a company's shareholders held once every calendar year. Under Section 96 of the Companies Act 2013, every company registered in India — including those with foreign directors or NRI shareholders — must conduct an AGM within 6 months from the close of the financial year.
For Indian companies, the financial year ends on March 31. This means your AGM deadline falls on September 30 each year. Miss it, and you face penalties starting at INR 1,00,000.
Legal Basis and Statutory Framework
The AGM requirement sits within several provisions of the Companies Act 2013:
- Section 96 — Mandates that every company (other than One Person Companies) hold an AGM each year
- Section 97 — Covers the power of the Tribunal to call AGMs if a company defaults
- Section 101-107 — Rules on notice, quorum, proxies, and voting at general meetings
- Rule 18 of Companies (Management and Administration) Rules 2014 — Prescribes the manner of conducting e-AGMs
The first AGM must be held within 9 months from the close of the first financial year. After that, the gap between two consecutive AGMs cannot exceed 15 months.
MCA Circulars for Foreign Participants
MCA General Circular No. 10/2022 and subsequent circulars permit conducting AGMs through Video Conferencing (VC) or Other Audio Visual Means (OAVM). This is a practical relief for companies where foreign directors or NRI shareholders reside outside India. The circular allows participation from any location, provided the registered office remains the deemed venue.
How AGMs Apply to Foreign-Owned Companies in India
If you are a foreigner or NRI who has registered a company in India, AGM compliance affects you directly. Here is what changes when shareholders sit in different countries:
- Time zone coordination — The meeting must be held during business hours (9 AM to 6 PM IST). Foreign shareholders joining from the US, UK, or Australia need to plan around this window.
- VC participation is allowed — Post-COVID rules made virtual attendance permanent for shareholders. Directors can attend via video call from abroad.
- Proxy voting — Under Section 105, shareholders who cannot attend may appoint a proxy. The proxy form (MGT-11) must reach the company 48 hours before the meeting.
- Notice period — A clear 21 days' notice is required before the AGM. For foreign shareholders, this notice must be sent to their overseas address or email on record.
Companies with 100% foreign ownership follow identical AGM rules as domestic companies. There is no exemption based on shareholding nationality.
Business Transacted at an AGM
The Companies Act classifies AGM business into two types:
Ordinary Business (Section 102)
- Adoption of audited financial statements, Board's Report, and Auditor's Report
- Declaration of dividends
- Appointment of directors in place of those retiring by rotation
- Appointment and fixing of remuneration of auditors
Special Business
Any item beyond ordinary business — such as related party transactions, changes to the Articles of Association, or approval of director remuneration — requires a special resolution with explanatory statement attached to the AGM notice.
Step-by-Step AGM Process
Here is the typical sequence for holding a valid AGM:
- Board Meeting — Hold a board meeting at least 21 days before the AGM to approve the notice, agenda, and financial statements
- Issue Notice — Send AGM notice to all shareholders, directors, and auditors at least 21 days before the meeting date
- Arrange Venue or VC — Book a venue in the city of the registered office, or set up a VC/OAVM platform if conducting virtually
- Confirm Quorum — 5 members present in person for a public company, 2 for a private company (Section 103)
- Conduct Meeting — Chairman presides, resolutions are voted on, minutes are recorded
- File with MCA — File resolutions (MGT-14) within 30 days of passing special resolutions
Deadlines and Penalties
| Requirement | Deadline | Penalty for Default |
|---|---|---|
| First AGM | Within 9 months of closing first FY | INR 1,00,000 on company + INR 25,000 on every officer in default |
| Subsequent AGMs | Within 6 months of FY close (by Sept 30) | INR 1,00,000 on company + INR 25,000 on each defaulting officer |
| Gap between two AGMs | Not more than 15 months | Same penalties apply |
| Notice period | 21 clear days before AGM | Meeting may be declared invalid |
Under Section 99, if a company fails to hold an AGM, any member can apply to the National Company Law Tribunal (NCLT) to direct the company to hold one. The Registrar of Companies can also take suo motu action.
Common Mistakes Foreign-Owned Companies Make
- Forgetting the 15-month rule — Even if you hold the AGM before September 30, the gap from the previous AGM must not exceed 15 months. A company that held its last AGM in May 2024 must hold the next one by August 2025 at the latest.
- Not filing MGT-7 and AOC-4 — The AGM triggers the filing of the Annual Return (MGT-7) and Financial Statements (AOC-4). Many foreign promoters assume the AGM alone is sufficient compliance.
- Skipping the Board Meeting first — The financial statements must be approved in a board meeting before they can be placed at the AGM. Jumping straight to the AGM without a prior board meeting is a procedural defect.
- Improper notice to overseas shareholders — Sending notice only to Indian addresses when shareholders reside abroad can invalidate the meeting.
- No quorum planning — With shareholders in multiple time zones, companies sometimes fail to secure the minimum quorum and must adjourn the meeting.
Practical Example
A UK citizen and an NRI from Canada jointly own a Private Limited Company in Delhi. Their financial year ends March 31, 2026. By April 15, they hold a board meeting to approve the draft financial statements. On April 20, the company secretary sends AGM notice to both shareholders at their UK and Canadian addresses. On May 15, the AGM is held via Zoom — the UK shareholder joins at 2 PM IST (9:30 AM London), the Canadian shareholder joins at 2 PM IST (4:30 AM Toronto). Both vote in favour of adopting accounts and reappointing the auditor. The company files MGT-7 by November 29 and AOC-4 by November 30, completing the cycle.
Related Compliance
After the AGM, several filings become due:
- Annual Return (MGT-7) — due within 60 days of the AGM
- AOC-4 Financial Statements — due within 30 days of the AGM
- Statutory Audit — must be completed before financial statements can be placed at the AGM
For step-by-step help with your company's AGM and annual compliance, reach out to Beacon Filing's compliance team.