Day, Time & Venue for AGM & EGM under Companies Act, 2013 & SS-2

Summary: The Companies Act, 2013, along with Secretarial Standards on General Meetings (SS-2), defines the day, time, and venue for conducting Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs). An AGM must be held on any day except national holidays (26th January, 15th August, and 2nd October) during business hours (9:00 A.M. to 6:00 P.M.) at either the company’s Registered Office or another location within the same city, town, or village. Unlisted companies may hold AGMs anywhere in India, provided all members consent in writing or electronically. EGMs, on the other hand, can be conducted at any time and place deemed suitable by the Board, but generally within India. However, wholly owned subsidiaries of foreign companies or specified IFSC private companies may hold EGMs outside India, subject to shareholder consent. Listed companies must follow stricter rules for venue location, keeping meetings within India. This framework ensures flexibility in scheduling while maintaining accountability and shareholder participation.

Section 96 to Section 122 of the Companies Act, 2013 (“Act”) read with rules made thereunder and Secretarial Standards on General Meetings (“SS-2”) lay down the provisions relating to general meetings and other allied matters of a company.

General meetings of a company may be bifurcated as follows:

• Annual General Meeting
• Extraordinary General Meeting

ANNUAL GENERAL MEETING

Below analysis presents a concise yet comprehensive picture of the provisions laid down under the Act and SS-2:

Day/Date and Time:

An AGM can be held on any day that is not a national holiday i.e. 26^th January, 15^th August and 02^nd October during the business hours i.e. between 9:00 A.M. to 06:00 P.M.

Venue:

An AGM shall be held either at the Registered Office of the Company or at some other place within city, town or village in which the Registered Office of the company is situated.

However, AGM of an unlisted company may be held anywhere in India provided that prior consent for holding such AGM is given by all the members either in writing or by Electronic Mode.

Summary of provisions relating to venue:

EXTRAORDINARY GENERAL MEETING

Here follows a concise yet comprehensive summary of the provisions as per the Act and SS-2:

Day/Date and Time:

An EGM can be held on any day at any time as the Board deems fit.

Venue:

EGM of a Company (either listed or unlisted) may be held at any place within India.

However, in following two cases, EGM may be held at a place outside India as well:

• In case of a wholly owned subsidiary (“WOS”) of a company incorporated outside India
• In case of specified IFSC Private Company (subject to consent of all the shareholders)

Summary of provisions relating to venue:

Comparative analysis:

A comprehensive and comparative study of the aforementioned applicable provisions takes us at the following summarised stand:

In case of any query/ clarification/ suggestion, feel free to reach out!

You may please mail me at: [email protected]