Section 96: Annual general meeting
This section requires companies to hold annual general meetings within specific timeframes and at designated locations, with some exceptions and allowances for special circumstances.
The section, clause by clause
What the section says
In plain terms
(1)Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next:
Every company, except a One Person Company, must hold an annual general meeting each year, with no more than 15 months between meetings, and the first meeting must be held within 9 months of the first financial year's end, unless an exception applies.
provisoProvided 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:
provisoProvided 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:
provisoProvided 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:
Annual general meetings must be held on a non-National Holiday between 9 a.m. and 6 p.m. at the company's registered office or another location in the same city, town, or village, unless all members consent to a different location or the Central Government grants an exemption.
proviso1[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:
provisoProvided further that] the Central Government may exempt any company from the provisions of this sub-section subject to such conditions as it may impose.
explanationExplanation.—For the purposes of this sub-section, “National Holiday” means and includes a day declared as National Holiday by the Central Government.
The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.
Amendment notes
- 1. Subs. by Act 1 of 2018, s. 26, for “Provided that” (w.e.f. 13-6-2018).
Referred to by
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Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.