Company Meeting Requirements in India: AGM, EGM and Board Meetings
Companies incorporated in India must observe statutory procedures for shareholder and board meetings. The Companies Act, 2013, together with applicable rules, exemptions and secretarial standards, now governs these requirements in place of the corresponding provisions of the Companies Act, 1956.
Types of company meetings
The principal meetings are an annual general meeting (AGM), an extraordinary general meeting (EGM), and board meetings. Class meetings and committee meetings may also be required depending on the company and the transaction.
1. Statutory meeting under the former Companies Act, 1956
Section 165 of the Companies Act, 1956 historically required specified companies to hold an initial statutory meeting and circulate a statutory report. It generally applied to companies limited by shares and companies limited by guarantee with share capital, subject to the old Act's conditions. The former provision prescribed a window of one to six months after entitlement to commence business.
Those historic statutory-meeting requirements and the old penalties or winding-up references should not be treated as current obligations. The Companies Act, 2013 does not prescribe a corresponding statutory meeting.
2. Annual general meeting (AGM): Section 96
An AGM is the annual meeting of members at which the company conducts ordinary annual business, including consideration of financial statements and other business as applicable. Under Section 96, every company other than a one person company must hold an AGM each year.
- First AGM: within nine months from the close of the first financial year; a separate AGM in the year of incorporation is not necessary where this condition is met.
- Subsequent AGMs: within six months of the close of the financial year, with no more than 15 months between consecutive AGMs.
- Extension: the Registrar may, for special reasons, extend the time for an AGM other than the first AGM by up to three months.
- Time and venue: Section 96 generally specifies business hours (9 a.m. to 6 p.m.), a day that is not a National Holiday and the registered-office city, town or village, subject to statutory exceptions and applicable exemptions.
Default in holding an AGM: Sections 97 and 99
Under Section 97, the National Company Law Tribunal (NCLT) may, on a member's application, call or direct the calling of an AGM when the company defaults. Section 99 provides for fines for failure to comply with Sections 96 to 98 or Tribunal directions: up to Rs. 1 lakh for the company and every officer in default, with a further fine up to Rs. 5,000 for each day of continuing default. Check the current statutory text and applicable adjudication provisions before relying on penalty amounts.
3. Extraordinary general meeting (EGM): Section 100
An EGM is a general meeting of members other than an AGM, ordinarily convened to decide matters that should not wait until the next AGM. Under Section 100, the board may call an EGM whenever it considers appropriate, subject to the Act and articles of association.
EGM on members' requisition
The board must call an EGM on a valid requisition by members holding at least one-tenth of the paid-up share capital carrying voting rights on the matter, or, for a company without share capital, at least one-tenth of the total voting power.
The board must proceed to call the meeting within 21 days of receipt of a valid requisition, for a meeting to be held within 45 days of receipt. If the board fails to act, the requisitionists may themselves call and hold the meeting within three months of the requisition date, following applicable legal requirements. Reasonable expenses caused by the board's failure may be recoverable as provided in Section 100.
4. Notice, explanatory statement and quorum
| Provision | Requirement |
|---|---|
| Section 101 - Notice | Generally at least 21 clear days' notice for a general meeting, with shorter notice permitted where the prescribed consent thresholds are met. |
| Section 102 - Explanatory statement | Material facts concerning special business must accompany the notice, including required disclosures of interests. |
| Section 103 - Quorum | Unless the articles require more, a private company generally needs two members personally present. A public company needs five, fifteen or thirty members personally present according to its membership size (up to 1,000; 1,001 to 5,000; above 5,000). |
| Sections 104 to 109 | Provide rules on chairmanship, proxies, voting, postal ballot and demands for a poll, subject to applicability. |
Where a requisitioned meeting lacks a quorum within the statutory period, Section 103 provides for cancellation; other meetings are generally adjourned in accordance with that section. Company-specific exemptions and valid electronic meeting arrangements must also be considered.
5. Board meetings: Section 173
Under Section 173, a company ordinarily holds its first board meeting within 30 days of incorporation and at least four board meetings each year, with no more than 120 days between two consecutive meetings. Different minimum requirements apply to certain classes, including one person companies, small companies, dormant companies and qualifying private companies, as provided by law and notifications.
Board meeting notices are generally sent at least seven days in advance in writing to every director, subject to the rules for urgent business. Section 174 governs board quorum. Directors may participate through permitted electronic means, subject to applicable rules.
6. Minutes and secretarial standards: Section 118
Section 118 requires minutes of general meetings, board meetings and committee meetings, and resolutions passed by postal ballot, to be prepared, signed and maintained as prescribed, ordinarily within 30 days. Companies must observe applicable secretarial standards approved by the Central Government, including SS-1 (Board Meetings) and SS-2 (General Meetings), subject to relevant exemptions.
7. Practical compliance checklist
- Confirm company type, exemptions, articles and the applicable financial year.
- Schedule the AGM and board meetings within statutory deadlines.
- Prepare the notice, agenda and Section 102 explanatory statement where required.
- Verify valid requisitions, quorum, voting rights, proxies and applicable electronic participation procedures.
- Record resolutions, prepare minutes and complete required Registrar of Companies filings, including applicable annual return and financial statement filings.
Official legal references
Consult the Companies Act, 2013 (Ministry of Corporate Affairs), the Companies Act on India Code and the MCA Acts and Rules portal for amendments, notifications and company-specific exemptions.
Updated 8 October 2026. This article provides general legal information, not advice for a specific company. Check current notifications and applicable exemptions before acting.