Companies Act Section 96 — Annual general meeting
CHAPTER VII MANAGEMENT AND ADMINISTRATION
Commercial / Corporate
Summary
Sub-section (1) requires every company, except a One Person Company, to hold a general meeting each year as its annual general meeting, in addition to any other meetings it may hold. The notices for this meeting must clearly state that it is the annual general meeting. The gap between one annual general meeting and the next cannot be more than fifteen months.
The first proviso to sub-section (1) sets the timing for the first annual general meeting. It must be held within nine months from the end of the company's first financial year. For all subsequent annual general meetings, they must be held within six months from the end of the relevant financial year.
The second proviso to sub-section (1) states that if a company holds its first annual general meeting within the time frame mentioned above, it does not need to hold any annual general meeting in the year it was incorporated.
The third proviso to sub-section (1) allows the Registrar to extend the time for holding any annual general meeting, except the first one, by up to three months, provided there is a special reason for the extension.
Sub-section (2) requires every annual general meeting to be called during business hours, which are between 9 a.m. and 6 p.m., on a day that is not a National Holiday. The meeting must be held either at the company's registered office or at another place within the same city, town, or village where the registered office is located.
The first proviso to sub-section (2) states that an unlisted company may hold its annual general meeting at any place in India, if all members give their consent in advance, either in writing or through electronic mode. The second proviso to sub-section (2) allows the Central Government to exempt any company from these requirements, subject to any conditions it may impose.
The explanation under sub-section (2) clarifies that for this purpose, a National Holiday means a day declared as a National Holiday by the Central Government.
Official Text
(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:
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: 1[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.