Annual General Meeting
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| GENERAL MEETING |
Provided that in
case of the first annual general meeting, it shall be held within a period of
nine months from the date of closing of the first financial year of the company
and in any other case, within a period of six months, from the date of closing
of the financial year.
Provided further that if
a company holds its first annual general meeting as aforesaid, it shall not be
necessary for the company to hold any annual general meeting in the year of its
incorporation:
Provided also that 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 not exceeding three months.
(2) Every annual general meeting shall be called
during business hours, that is, between 9 a.m. and 6 p.m. on any day that is
not a National Holiday and shall be held either at the registered office of the
company or at some other place within the city, town or village in which the
registered office of the company is situate:
Provided that annual
general meeting of an unlisted company may be held at any place in India if
consent is given in writing or by electronic mode by all the members in
advance:
Provided further that] the
Central Government may exempt any company from the provisions of this
sub-section subject to such conditions as it may impose.
Explanation.—For the purposes of this sub-section,
"National Holiday" means and includes a day declared as National
Holiday by the Central Government.
COMMENT:
Exceptions/ Modifications/ Adaptations
1. In case of Section 8 company- In Sub-section (2)
of Section 96 after the proviso and before the explanation the following
proviso shall be inserted ;
Provided further that the time, date and place of
each annual general meeting are decided upon before-hand by the board of
directors having regard to the directions, if any, given in this regard by the
company in its general meeting. - Inserted by
Notification dated 5th, June 2015.
2. In case of Government company, in Sub-
section (2) of Section 96 for the words "some other place within the
city, town or village in which the registered office of the company is
situate", the words "such other place as the Central Government may
approve in this behalf” shall be substituted. - Notification
dated 5th june, 2015.
3. In case of Government Company - In sub-section
(2) of Section 96 for the words " such other place as the Central
Government may approve in this behalf', the words "such other place within
the city, town or village in which the registered office of the company is
situate or such other place as the Central Government may approve in this
behalf' shall be substituted - Notification
Dated 13th June, 2017
Power of Tribunal to Call Annual
General Meeting
If any default is made in holding
the annual general meeting of a company under section 96, the Tribunal may, notwithstanding anything
contained in this Act or the articles of the company, on the application of any
member of the company, call, or direct the calling of, an annual general
meeting of the company and give such ancillary or consequential directions as
the Tribunal thinks expedient:
Provided that
such directions may include a direction that one member of the company present
in person or by proxy shall be deemed to constitute a meeting.
A general meeting held in
pursuance of sub-section (1) shall, subject to any directions of the Tribunal,
be deemed to be an annual general meeting of the company under this Act.
Power of Tribunal to Call Meetings of Members, etc
(1) If for any reason it is impracticable to call a
meeting of a company, other than an annual general meeting, in any manner in
which meetings of the company may be called, or to hold or conduct the meeting
of the company in the manner prescribed by this Act or the articles of the
company, the Tribunal may, either suomotu or on the
application of any director or member of the company who would be entitled to
vote at the meeting,—
(a) order a meeting of the company to be
called, held and conducted in such manner as the Tribunal thinks fit; and
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(b) give such ancillary or consequential
directions as the Tribunal thinks expedient, including directions modifying
or supplementing in relation to the calling, holding and conducting of the
meeting, the operation of the provisions of this Act or articles of the
company
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Provided that such
directions may include a direction that one member of the company present in
person or by proxy shall be deemed to constitute a meeting.
(2)
Any meeting called, held and conducted in accordance with any order made under
sub-section (1) shall, for all purposes, be deemed to be a meeting of the
company duly called, held and conducted
If any
default is made in holding a meeting of the company in accordance with section
96 or section 97 or section 98 or in complying with any directions of the
Tribunal, the company and every officer of the company who is in default shall
be punishable with fine which may extend to one lakh rupees and in the case of
a continuing default, with a further fine which may extend to five thousand
rupees for every day during which such default continues.
DISCLAIMER: THE ARTICLE IS BASED ON THE
RELEVANT PROVISIONS AND AS PER THE INFORMATION EXISTING AT THE TIME OF THE
PREPARATION. IN NO EVENT I SHALL BE LIABLE FOR ANY DIRECT AND INDIRECT RESULT
FROM THIS ARTICLE. THIS IS ONLY A KNOWLEDGE SHARING INITIATIVE.
THE AUTHOR – CS DEEPAK SETH
(ASSOCIATE PARTNER HELPINGHANDS PROFESSIONALS LLP) AND CAN BE REACHED
AT CONTACTHHPRO@GMAIL.COM OR 9910248911.
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