Introduction

As per section 96 of CA, 2013, every Company (other than OPC) shall hold a general meeting annually (exclusive of any other meeting). But if any default is made in holding the annual general meeting of a Company u/s 96, then the Tribunal (NCLT) shall come into the picture.

Let’s understand further with the help of FAQs.

Ques 1. Can a Company suo moto approach the NCLT for holding AGM??

Ans. No, it is the member and not the Company who is empowered to invoke the provisions of section 97(1).

Ques 2. Can only one member can hold the AGM u/s 97(1)??

Ans. Yes, the Tribunal may direct that only one member (in person or by proxy) can hold the AGM.

Ques 3. If there is a delay in holding an annual general meeting, then provisions of section 97(1) shall be applicable??

Ans. The default in holding an AGM must be a default within the meaning of section 96. Mere delay in holding the AGM is not a ground for invoking the powers of Tribunal to call AGM.

Ques 4. What is the process for approaching NCLT as per NCLT Rules, 2016??

Ans. Rule 74 of NCLT Rules, 2016 laid down the process of making an application to NCLT. Following are some of the related points:

a. An application u/s 97 for calling or obtaining a direction to call the annual general meeting of the Company shall be made by any member of the Company in Form No. NCLT- 1 and shall be accompanied by the documents specified in Annexure B.

b. A copy of the application shall be served on the ROC on or before the date of hearing.

List of documents specified in Annexure B:

– Affidavit verifying the petition

– Bank draft evidencing payment of application fee

– Any other relevant document

Enclosures relevant for the application which should be enclosed:

  • All documents to prove that the Company has defaulted in holding the AGM u/s 96.
  • Memorandum of appearance with copy of Board Resolution or the executed Vakalatnama, as the case mathe Company has defaulted in holding the AGM u/s 96.
  • Memorandum of appearance with copy of Board Resolution or the executed Vakalatnama, as the case may be.

Ques 5. What shall be the fee for making an application u/s 97(1)??

Ans. Fee for making application u/s 97 (1) as prescribed under schedule of fees is Rs. 1000.

Author: C S Ekta Maheshwari is the Author of this article and is a Practicing Company Secretary. The Author can be reached at pcs.ekta@gmail.com for further assistance/query, specimen of forms etc.

Disclaimer: The entire contents of this article is solely for information purpose and have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation.. It doesn’t constitute professional advice or a formal recommendation. The author has undertook utmost care to disseminate the true and correct view and doesn’t accept liability for any errors or omissions. You are kindly requested to verify & confirm the updates from the genuine sources before acting on any of the information’s provided herein above.

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