Last Annual General Meeting (AGM) of one of the top 100 listed companies was held on 25th May, 2018 pertaining to the FY 20017-18. The Board of directors of the company is planning to hold this year's AGM at a possible l

Section 96 of the Companies Act, 2013 provides that every company, other than a one person company is required to hold an annual general meeting every year. Secretarial Standards on General Meetings (SS-2) provides that the Board shall, every year, convene or authorize convening of a meeting of its members called the Annual General Meeting to transact items of ordinary business specifically required to be transacted at an annual general meeting as well as special business, if any. If the Board fails to convene its Annual General Meeting in any year, any Member of the company may approach the prescribed authority, which may then direct the calling of the Annual General Meeting of the company. Following are the key provisions regarding the holding of an Annual General Meeting: Annual general meeting should be held once in each calendar year. First annual general meeting of the company should be held within 9 months from the closing of the first financial year. Hence it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation. Subsequent annual general meeting of the company should be held within 6 months from the date of closing of the relevant financial year. The gap between two annual general meetings shall not exceed 15 months. Additionally for listed entities SEBI vide recent notification provided that the 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. The top 100 listed entities shall provide one-way live webcast of the proceedings of the annual general meetings. Explanation: The top 100 entities shall be determined on the basis of market capitalization, as at the end of the immediate previous financial year. (Notified on 9th May, 2018 effective from April 1, 2019) Hence for the financial year 2018-19, the meeting should/ought to have been held within earlier of the two dates given below i.e.: Before 31.8.2019 - within 5 months from the close of financial year 2018-19, OR Before 24.8.2019 - lapse of 15 months from date of last AGM Hence, AGM ought to have been held before 24th August, 2019. However, according to third proviso to section 96(1) of Companies Act, 2013, on an application from the company, the Registrar may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period of not exceeding three months. The company may apply to the Registrar for extension for holding AGM, justifying it as a special reason based on the facts of the case. Accordingly, the company will be advised to hold its meeting on or before 24.08.2019 or such extended period, as may be permitted by the Registrar on an application by the company.