Maximum Gap Allowed Between Two AGMs with ROC Extension

Every company other than an OPC must hold an Annual General Meeting each year. The AGM is a legal requirement under the Companies Act and plays a core part in annual compliance for a company. Because the meeting influences several statutory filings, the Act sets fixed timelines, and the Registrar of Companies allows more time only in exceptional situations.

This blog explains how AGM deadlines are calculated, when the ROC can grant an extension, the maximum gap allowed between two AGMs, the legal sections that influence these timelines, and practical examples to help companies stay compliant.

What Is an AGM and Why Its Timing Matters

An Annual General Meeting in a Company law is the mandatory yearly meeting where members approve the financial statements, review the board’s performance, appoint auditors, and clear essential resolutions. It is the key forum for accountability and shareholder oversight.

AGM timing matters because many statutory actions depend on this date. Annual returns, the Board’s Report, auditor appointments, and ROC filings all follow the AGM. Any delay disrupts the entire compliance cycle, which is why the Companies Act sets strict deadlines and allows extensions only in limited cases.

What Section 96 Requires Today

Section 96 forms the backbone of AGM compliance. It sets two separate rules for the first AGM and for every AGM after that.

First AGM

A company must hold its first AGM within 9 months from the end of its first financial year. No extension is available. The ROC cannot relax this deadline.

Subsequent AGMs

Every following AGM must satisfy two separate time limits.

1. Not more than 15 months from the date of the previous AGM
2. Not more than 6 months from the end of the financial year

The earlier date becomes the statutory due date. Companies cannot choose the later one. The intention is simple. Financial statements should be placed before members at the earliest, and the gap between two AGMs should not become unreasonably long.

Companies may also hold shareholder meetings outside the AGM to address urgent or specific matters. To understand how such meetings differ, you can refer to this detailed guide on Extraordinary General Meetings (EGMs): Everything you need to know about the Extraordinary General Meeting

Note: An AGM must be held at the registered office or in the same city, town, or village as per Section 96(2). While limited participation through video conferencing may be allowed as per Secretarial Standard-2 and applicable MCA circulars, the AGM cannot be conducted entirely through VC for matters such as the adoption of financial statements unless specifically permitted by law.

The ROC’s Power to Extend the Due Date

Section 96 gives the Registrar of Companies limited authority to relax AGM timelines. The power applies only to AGMs after the first one, and the extension cannot exceed 3 months. The law expects the ROC to act only when the company has a genuine and special reason that prevents timely compliance.

When the ROC may grant an extension

• The power flows from the proviso to Section 96(1)
• It applies only to subsequent AGMs
• The maximum relaxation permitted is 3 months
• The ROC must be satisfied that there is a special reason for the delay
• A general order may be issued when the situation affects all companies, though this is rare today

How companies request an extension

Most AGM extensions require a formal application to the ROC. Companies must:

• File Form GNL-1 explaining the special reason for the delay
• Ensure the form is signed by a Director or Company Secretary
• Pass a board resolution authorising the filing
• Attach the following documents:
  • The Board Resolution
  • A brief reasoning note
  • Supporting paperwork such as an auditor’s resignation letter or evidence of circumstances beyond the company’s control
• Wait for the ROC to issue written approval

Compliance notes:

• The AGM notice must mention the ROC-approved extension.
• A change in the AGM date also shifts the timeline for filing the Form ADT-1 for the appointment of an auditor.

For clarity on how board and shareholder approvals work, you can refer to this guide on types of resolutions used in company decisions: Understanding the types of Resolution and their Briefs | LegalWiz.in

Consequences of failing to hold the AGM

Two provisions become relevant when a company does not comply

• Section 99 imposes penalties on the company and its officers.
• Section 97 allows the ROC or the members to approach the NCLT.
• The Tribunal may order the company to call the meeting on a specific date and may issue any related directions needed to complete the process.

This structure ensures that the AGM is not delayed without cause and that the ROC and NCLT can step in when companies fail to meet their obligations.

For a clearer understanding of how the Tribunal functions and when it steps in, you can refer to this guide on the National Company Law Tribunal (NCLT): Understanding the National Company Law Tribunal (NCLT)  

The Pandemic Extensions Are No Longer Relevant

The blanket relaxations issued during COVID-19 for the FY 2019–20 and FY 2020–21 AGMs were exceptional. They do not continue today. Regular AGM timelines have fully reverted to the standard Section 96 framework.

Companies must now rely only on the usual 3-month ROC extension. There is no automatic relaxation.

Can the Gap Between Two AGMs Exceed 15 Months Today

Yes, but only with the ROC’s 3-month extension.

Secretarial Standard 2 (SS-2), issued by the ICSI and mandated under Section 118, clarifies the position clearly. It states that the gap between two AGMs cannot exceed 15 months unless an extension is granted. Once the ROC approves it, an extension of up to three months, the effective gap between two AGMs may extend beyond 15 months, but cannot exceed 18 months in total.

This is the highest permissible gap under current law.

The AGM notice should also state that the company is holding the meeting within the extended time granted by the ROC. This creates transparency and ensures member awareness.

Additional Legal Sections That Influence AGM Timelines

AGMs do not operate in isolation. Several sections connect directly with the timing of the AGM.

Section	Requirement	Impact on AGM Timeline
Section 101	Minimum of 21 clear days’ notice for the AGM (excluding the date of sending and the date of the meeting).	The AGM cannot be held earlier unless members agree to shorter notice, even if an extension is granted.
Section 102	Explanatory statement required only for special business; AGM’s ordinary items like financial statements do not need one.	The AGM notice cannot be issued until these disclosures are completed.
Section 129	Financial statements must be placed before members at the AGM.	Any delay in holding the AGM postpones adoption of the financial statements.
Section 134	The Board’s Report and auditor-related documents must be approved and signed before circulation.	AGM timing depends on how quickly these documents are finalised.
Section 137	If the AGM is not held, companies must still file provisional financial statements within 30 days, stating that the AGM did not take place.	A change in AGM date automatically shifts this filing deadline.
Section 92	Annual return (MGT-7 or MGT-7A) must be filed within sixty days of the AGM. (Including the date of AGM)	The AGM date directly fixes the annual return due date.
Section 97	Members may approach the NCLT if the AGM is not held.	The Tribunal can order the company to conduct the AGM.

These laws collectively ensure accountability and prevent companies from extending AGM timelines without reason.

The MGT annual return is filed after the AGM because it captures information formally approved by shareholders, including shareholding, directors, and the company’s structure. Filing it before the AGM would mean submitting details that are not yet final. Using the wrong form or filing without this confirmation can lead to defects and penalties. Read the detailed comparison here: MGT-7 vs MGT-7A: Key Differences, Due Dates, and Compliance Guide

Practical Examples of AGM Dates Based on Current Rules

Calculating the due date for an AGM involves applying both statutory tests under Section 96:

1. The 15-month limit from the previous AGM, and
2. The 6-month limit is from the end of the financial year.

The earlier date becomes the mandatory due date, and the ROC extension (if granted) can move this date by up to three months. The following examples show how these rules work in real situations.

Example 1: When both tests converge toward the financial-year limit

• Last AGM held: 30 September 2023
• 15-month limit: 30 December 2024
• 6-month limit from FY 2023–24 end: 30 September 2024
• Statutory due date: 30 September 2024

Because the 6-month rule triggers earlier, the AGM must be held by 30 September 2024. With a full ROC extension, the company may hold it up to 30 December 2024.

Example 2: When the 15-month limit stretches further

• Last AGM held: 20 August 2023
• 15-month limit: 20 November 2024
• 6-month limit: 30 September 2024
• Statutory due date: 30 September 2024

Even though the 15-month limit offers more room, the 6-month limit still fixes the due date at 30 September 2024. With an extension, the company may hold the AGM up to 30 December 2024.

Example 3: When the AGM may reach the maximum 18-month gap

• Last AGM held: 15 July 2023
• 15-month limit: 15 October 2024
• 6-month limit: 30 September 2024
• Statutory due date: 30 September 2024

If the ROC grants the full extension, the AGM may be held up to 15 January 2025. This reaches the outermost limit allowed by law, creating a total gap of 18 months.

Key Compliance Rules Every Company Must Follow for AGM Timelines

• The first AGM cannot be extended and must be held within the fixed 9-month period
• Every subsequent AGM must meet the earlier statutory limit of either 6 months from the financial year end or 15 months from the previous AGM
• The ROC may grant an extension of up to 3 months, and never beyond that
• The total gap between two AGMs cannot exceed 18 months, even with an extension
• The AGM notice must clearly mention that an extension was granted
• Financial statements, the Board’s Report, explanatory statements, and all statutory filings must align with the extended date
• Failure to comply can lead to penalties under Section 99 and may result in NCLT orders under Section 97

Conclusion

AGM timelines are designed to keep companies accountable and ensure members receive timely financial information. The law fixes a 15-month limit between two AGMs, with the ROC permitted to add up to 3 months when there is a valid reason. This 18-month outer boundary now applies without the pandemic-era relaxations.

Staying compliant depends on preparing financials, the Board’s Report, notices, and filings in good time. These steps form a significant part of a company’s annual compliance, and any delay can lead to penalties or even Tribunal directions. Many businesses now rely on structured compliance support, and our team at LegalWiz.in helps companies manage these timelines with accuracy and ease.