Subash Talatam 27 November 2025

Clarification regarding clubbing of agm and egm into one meeting

I have a query regarding a company incorporated under the Companies Act in India. The company was supposed to conduct the AGM for FY 2024-25 on or before 30-09-2025. However due to some technical issues it was not in a position to conduct the same before the statutory deadline. Consequently the company represented to the ROC and was given extension of 3 months to conduct the AGM (i.e. on or before 31-12-2025). However till date the company has not issued any AGM notice. Meanwhile the company received a EGM requisition under Sec 100(2) with certain resolutions on 26-11-2025. At this juncture the Board of Directors of the Company are in dilemma as to whether they have to conduct two meets - one AGM on or before 31-12-2025 and another EGM on or before 10-01-2026 (statutory 45 days period) OR can club both the resolutions and conduct one meeting on or before 31-12-2025 by appending the EGM resolutions as special business in the AGM notice. Request your expert opinion and guidance on the same.

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T. Kalaiselvan, Advocate (Advocate) 28 November 2025

The company can legally club the requisitioned EGM resolutions into the AGM notice and conduct only one meeting on or before 31-12-2025, provided that:

1. All AGM ordinary business items are properly included;

2. The requisitioned resolutions are placed as Special Business in the same AGM notice; and

3. The AGM notice is issued within 21 clear days, unless shorter notice is approved as per the Act.

This approach fully satisfies both Sec. 96/129/134 (AGM obligations) and Sec. 100(2)–(4) (EGM requisition requirements).