1. Section 96 provides that every company, other than a one-person company is required to hold an annual general meeting every year.
  2. SS-2 provides that the Board shall, every year, convene or authorize convening of a meeting of its members called the Annual General Meeting.
  3. Proper notice must be served in the manner specified under Section 101 and 102 of the Act.
  4. First annual general meeting of the company should be held within 9 months from the closing of the first financial year.
  5. Subsequent annual general meeting of the company should be held within 6 months from the date of closing of the relevant financial year.
  6. According to section 96(1), The gap between two annual general meetings shall not exceed 15 months.
  7. Such extension can be for a period not exceeding 3 months. No such extension of time can be granted by the Registrar for the holding of the first annual general meeting.
  8. top 100 listed entities by market capitalization, determined as on March 31st of every financial year, shall hold their annual general meetings within a period of five months from the date of closing of the financial year.
  9. Every listed entity, under Regulation 30 of SEBI (LODR) Regulation, 2015, is required to disclose the proceedings of annual & extraordinary general meeting to the Stock Exchange where its securities are listed within 24 hours of the event.
  10. One-person company is exempt from holding an AGM.

Date, Time and place for holding an annual general meeting

An annual general meeting can be called during business hours. It should 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 situated.

The Central Government is empowered to exempt any company.

Proper chairman must preside the meeting (Section 104 of the Act)

Section 102(2)(a) provides that all other businesses transacted at an Annual General Meeting except the following are special business:

  1. financial statements and the reports of boards of directors and auditors.
  2. The declaration of any dividend
  3. Appointment of new directors
  4. Appointment and remuneration of auditor

Penalty for default in holding the annual general meeting [Section 99]

one lakh rupees and in case of continuing default, with a further fine which may extend to five thousand rupees for each day during which such default continues.

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