Amended and updated notes on section 96 of Companies Act 2013. Detail discussion on provisions and rules related to Annual General Meeting (AGM).
Chapter VII (Sections 88–122) of the Companies Act, 2013 (CA 2013) deals with the provisions related to management and administration. Section 96 of CA 2013 provides for annual general meeting.
Recently, we have discussed in detail section 95 (Registers, etc., to be evidence) of CA 2013. Today, we learn the provisions of section 96 of Companies Act 2013.
Section 96 of the Companies Act, 2013 has been notified by the Ministry of Corporate Affairs (MCA) vide Notification No. S.O. 902(E) issued dated 27.03.2014. This notification shall come into force from 1st April, 2014 i.e. the commencement date of section 96 is 01-04-2014.
| Name of Act | The Companies Act 2013 |
|---|---|
| Enacted by | Parliament of India |
| Administered by | Ministry of Corporate Affairs (MCA) |
| Number of Chapters | 29 |
| Number of Sections | 484 (470-43+57) |
| Number of Schedules | 7 |
| You are reading: | |
| Chapter No. | VII |
| Chapter Name | Management and Administration |
| Section No. | 96 |
| Section Name | Annual general meeting |
| Monthly Updated Edition | Company Law PDF |
Section 96 of Companies Act 2013: Annual General Meeting
Section 96 shall come into force on 1st April, 2014 vide Notification No. S.O. 902(E) issued dated 27.03.2014.
(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:
AGM may be held through video conferencing (VC) or other audio visual means (OAVM) for the calendar year 2020 and 2021. In case, the companies which are unable to hold their AGMs are advised to prefer applications for extension of AGM at a suitable point of time before the concerned Registrar of Companies.-Circular No. 02/2021 dated 13.01.2021 and 20/2020 dated 05.05.2020.
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.
Exception/ Modification/ Adaptation:
1) In case of Government company, in sub-section (2), 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 No. G.S.R. 582(E) dated 13th June, 2017.
2) In case of Section 8 (Non-profit) Companies, in sub-section (2), after the proviso and before the explanation, the following proviso shall be inserted, namely:
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. –Notification No. G.S.R. 466(E) dated 5th June, 2015.