Kinds of Meetings: The Annual General Meeting and the Extraordinary General Meeting

Four requirements in one sentence. It is in each year. It is in addition to any other meeting, so an extraordinary general meeting does not count. The notice must say it is the annual general meeting. And the fifteen month gap is an outer limit between successive meetings.

The first proviso: the two periods.

• The first annual general meeting shall be held within nine months from the date of closing of the first financial year.
• In any other case, within six months from the date of closing of the financial year.

Note how the two rules interact. A company must satisfy both the six month rule and the fifteen month rule for every meeting after the first. Whichever expires earlier is the real deadline.

The second proviso: no meeting in the year of incorporation. If a company holds its first annual general meeting as above, it shall not be necessary to hold any annual general meeting in the year of its incorporation. So a company incorporated in November 2026 with a first financial year ending 31 March 2028 need hold nothing in 2026.

The third proviso: extension. 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.

Two limits on that power. It is the Registrar, not the Tribunal. And it cannot extend the first annual general meeting, whose nine months is absolute.

When and where: section 96(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 or at some other place within the city, town or village in which the registered office is situate.

The first proviso, for unlisted companies: an 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. Note the two conditions: all the members, and in advance.

The second proviso: the Central Government may exempt any company from this sub-section, subject to such conditions as it may impose.

The Explanation defines "National Holiday" as a day declared as such by the Central Government. So an ordinary public holiday or a bank holiday is not a National Holiday for this purpose, and a meeting on it is valid.

When the company will not meet: sections 97 and 98

Section 97: the annual general meeting. If any default is made in holding the annual general meeting under section 96, the Tribunal may, notwithstanding anything in this Act or the articles, on the application of any member, call, or direct the calling of, an annual general meeting, and give such ancillary or consequential directions as it thinks expedient.

The proviso is the striking one: 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. That defeats the standard obstruction, which is for the majority simply not to turn up so there is no quorum.

Section 97(2). A meeting held in pursuance of the order shall, subject to the Tribunal's directions, be deemed to be an annual general meeting.

Section 98: any other meeting. 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 may be called, or to hold or conduct it in the manner prescribed by the Act or the articles, the Tribunal may, either suo motu or on the application of any director or member who would be entitled to vote:

• (a) order a meeting to be called, held and conducted in such manner as the Tribunal thinks fit; and
• (b) give such ancillary or consequential directions as it thinks expedient, including directions modifying or supplementing the operation of the provisions of this Act or the articles in relation to the calling, holding and conducting of the meeting.

The same proviso applies: a direction may include that one member present in person or by proxy shall be deemed to constitute a meeting.

Section 98(2). Any meeting so called, held and conducted shall for all purposes be deemed to be a meeting duly called, held and conducted.

Compare the two sections carefully, because it is a favourite question. Section 97 is for the annual general meeting, on default, on the application of a member. Section 98 is for any other meeting, on impracticability, suo motu or on the application of a director or a member entitled to vote, and it expressly lets the Tribunal modify the Act or the articles for that meeting.

Section 99: the punishment. If default is made in holding a meeting in accordance with section 96, 97 or 98, or in complying with any directions of the Tribunal, the company and every officer 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 the default continues.

The extraordinary general meeting: section 100

Section 100(1): by the Board. The Board may, whenever it deems fit, call an extraordinary general meeting.

The proviso: an extraordinary general meeting, other than of the wholly owned subsidiary of a company incorporated outside India, shall be held at a place within India. So the only body that may meet abroad is the wholly owned Indian subsidiary of a foreign parent.

Section 100(2): on requisition. The Board shall call an extraordinary general meeting on the requisition of:

• (a) in a company having a share capital, such number of members who hold, on the date of receipt of the requisition, not less than one-tenth of such of the paid-up share capital as on that date carries the right of voting;
• (b) in a company not having a share capital, such number of members who have, on that date, not less than one-tenth of the total voting power of all the members having a right to vote on that date.

The threshold is one-tenth of the voting capital, not of the members. And it is measured on the date of receipt of the requisition.

Section 100(3): the form. The requisition shall set out the matters for the consideration of which the meeting is to be called, shall be signed by the requisitionists, and shall be sent to the registered office of the company.

Section 100(4): the two deadlines. If the Board does not, within twenty-one days from the date of receipt of a valid requisition, proceed to call a meeting for the consideration of that matter on a day not later than forty-five days from the date of receipt of the requisition, the meeting may be called and held by the requisitionists themselves within a period of three months from the date of the requisition.

Read that slowly, because there are three periods and they do different work.

Twenty-one days is the time the Board has to proceed to call the meeting. Forty-five days from receipt is the outer date on which the meeting the Board calls may be held. Three months from the requisition is the window in which the requisitionists may hold their own meeting if the Board has failed.

So a Board cannot comply by calling a meeting within twenty-one days for a date six months away; the meeting itself must fall within forty-five days.

Section 100(5). A meeting held by the requisitionists shall be called and held in the same manner in which the meeting is called and held by the Board.

Section 100(6): who pays. Any reasonable expenses incurred by the requisitionists in calling such a meeting shall be reimbursed to them by the company, and the sums so paid shall be deducted from any fee or other remuneration under section 197 payable to such of the directors who were in default in calling the meeting.

That last clause is unusually pointed. The cost does not fall on the company's general funds in the end; it comes out of the defaulting directors' own remuneration.

The One Person Company: section 122

A One Person Company is outside section 96 by its own words, and section 122 disapplies sections 98 and 100 to 111 to it. Where the company has only one member, a resolution is passed by that member entering it in the minutes book, signing and dating it, and that date is deemed the date of the meeting.

A worked example

Ambernath Fabrics Limited is incorporated on 10 June 2026 and closes its first financial year on 31 March 2027.

The first annual general meeting must be held within nine months of 31 March 2027, that is by 31 December 2027: first proviso to section 96(1). By the second proviso it need hold no meeting at all in 2026, its year of incorporation. And the Registrar cannot extend the first meeting.

The second annual general meeting. Suppose the first was held on 20 December 2027 and the second financial year closes on 31 March 2028. Two limits apply. The six month rule gives 30 September 2028. The fifteen month rule from 20 December 2027 gives 20 March 2029. The earlier governs, so the deadline is 30 September 2028.

An extension. For a special reason the company asks the Registrar, who may extend by not more than three months, to 31 December 2028.

Timing and place. The meeting is held at 11 a.m., within 9 a.m. to 6 p.m., on a day that is not a National Holiday, at the registered office or elsewhere within the same city, town or village. Being unlisted, it could be held anywhere in India if all the members consent in writing or electronically, in advance.

Nothing happens. The company holds no meeting by the deadline. Any member may apply to the Tribunal under section 97, which may call or direct the calling of the meeting and may direct that one member present in person or by proxy shall be deemed to constitute a meeting. The company and every officer in default face up to one lakh rupees, and five thousand rupees a day for a continuing default: section 99.

A mid-year crisis. In May 2028 members holding twelve per cent of the voting paid-up capital want to remove a director. They sign a requisition setting out the matter and send it to the registered office: section 100(3). It is received on 4 May 2028.

The Board has until 25 May 2028, twenty-one days, to proceed to call a meeting, and the meeting must be for a day not later than 18 June 2028, forty-five days from receipt.

The Board does nothing. The requisitionists may call and hold the meeting themselves at any time within three months of the requisition, that is by 4 August 2028, calling and holding it in the same manner as the Board would: section 100(4) and (5).

Their costs. The company must reimburse their reasonable expenses, and those sums are deducted from the remuneration payable under section 197 to the directors who were in default: section 100(6).

Where it is held. Being an Indian company that is not the wholly owned subsidiary of a foreign company, the extraordinary general meeting must be at a place within India: proviso to section 100(1).

Distinctions that carry marks

What this does NOT mean

It does not mean fifteen months is the deadline. It is an outer limit between meetings; the six month rule from the financial year end usually bites first.

It does not mean the Registrar can extend any meeting. He may extend only a meeting other than the first, and only by up to three months.

It does not mean a requisition needs a majority. One-tenth of the voting paid-up capital, or of the total voting power where there is no share capital, is enough.

It does not mean the Board complies by calling a meeting within twenty-one days. The meeting it calls must be for a day not later than forty-five days from receipt of the requisition.

Quick revision

• 96(1): every company except a One Person Company, each year, in addition to other meetings, specified as such in the notice, not more than fifteen months apart. First: within nine months of the first financial year end. Others: within six months of the financial year end. No meeting needed in the year of incorporation. Registrar may extend by three months, but not the first.
• 96(2): 9 a.m. to 6 p.m., not a National Holiday, at the registered office or within the same city, town or village. Unlisted company: anywhere in India with all members' prior written or electronic consent. Central Government may exempt.
• 97: on default, the Tribunal, on any member's application, may call or direct the calling of the AGM; one member present may be deemed a meeting; the meeting is then deemed an AGM.
• 98: where it is impracticable to call, hold or conduct any other meeting, the Tribunal, suo motu or on a director's or voting member's application, may order it and modify the Act or the articles for it; the meeting is deemed duly called, held and conducted.
• 99: default under sections 96, 97 or 98, or in complying with the Tribunal's directions: up to one lakh rupees, and five thousand rupees a day continuing.
• 100(1): the Board may call an EGM whenever it deems fit; within India, except a wholly owned subsidiary of a foreign company.
• 100(2): requisition by members holding not less than one-tenth of the paid-up capital carrying voting rights, or of the total voting power where there is no share capital, on the date of receipt.
• 100(3): the requisition sets out the matters, is signed, and is sent to the registered office.
• 100(4): Board has twenty-one days to proceed to call it, for a day not later than forty-five days from receipt; else the requisitionists may call and hold it within three months of the requisition.
• 100(5) and (6): held in the same manner as by the Board; reasonable expenses reimbursed by the company and deducted from the defaulting directors' section 197 remuneration.

Test yourself

1. Within what time must the first annual general meeting be held, and can it be extended? Within nine months from the date of closing of the first financial year: first proviso to section 96(1). It cannot be extended, because the Registrar's power under the third proviso applies only to a meeting other than the first.

2. A company's financial year ends on 31 March 2028 and its last annual general meeting was on 20 December 2027. What is the deadline for the next one? 30 September 2028. The six month rule from the financial year end gives 30 September 2028 and the fifteen month rule from the last meeting gives 20 March 2029; both must be satisfied, so the earlier date governs.

3. Where and when may an annual general meeting be held? Between 9 a.m. and 6 p.m. on a day that is not a National Holiday, at the registered office or at some other place within the city, town or village in which the registered office is situate. An unlisted company may meet anywhere in India if all the members consent in writing or electronically in advance.

4. What may the Tribunal do if a company fails to hold its annual general meeting? On the application of any member, and notwithstanding anything in the Act or the articles, it may call or direct the calling of the meeting and give ancillary or consequential directions, which may include a direction that one member present in person or by proxy shall be deemed to constitute a meeting: section 97. The meeting so held is deemed to be an annual general meeting.

5. What holding is needed to requisition an extraordinary general meeting? Members holding, on the date of receipt of the requisition, not less than one-tenth of the paid-up share capital carrying the right of voting, or, in a company without share capital, not less than one-tenth of the total voting power: section 100(2).

6. The Board receives a valid requisition on 1 April. What must it do, and what if it does not? It must, within twenty-one days, proceed to call a meeting for a day not later than forty-five days from 1 April. If it does not, the requisitionists themselves may call and hold the meeting within three months of the requisition, in the same manner as the Board would, and the company must reimburse their reasonable expenses, which are deducted from the section 197 remuneration of the directors in default.