The general meeting is the constitutional assembly of a company. It is where the residual power of the members is exercised, where the Board is held to account, and where decisions that alter the DNA of the corporate entity are ratified. Sections 96 to 101 of the Companies Act, 2013 (“the Act”) construct a rigid, time-bound, and penalty-backed architecture around this assembly. A compliance failure here is not a mere procedural irregularity; it is an invitation to regulatory penalty, shareholder litigation, and, in extreme cases, the displacement of the Board’s authority by the National Company Law Tribunal (“NCLT”).
The Annual General Meeting: Section 96 and the Discipline of the Calendar
Section 96(1) mandates that every company other than a One Person Company shall hold an Annual General Meeting (“AGM”) each year. The statute does not leave the date to convenience. The first AGM must be held within nine months from the closing of the first financial year, and a company that complies with this timeline need not hold another AGM in the year of its incorporation. Every subsequent AGM must be held within six months from the closing of the financial year, which for a March year-end translates to 30 September. The outer limit between two AGMs is fifteen months.
The Registrar of Companies (“ROC”) possesses a limited power of extension. Under the proviso to Section 96(1), the ROC may, for a special reason, extend the time for holding an AGM other than the first by a maximum of three months. This extension is not a matter of right. It requires an application disclosing the special reason, and the ROC’s satisfaction is a jurisdictional fact. A company that misses the AGM deadline without extension exposes itself and every officer in default to a fine of up to ₹1,00,000, with a continuing fine of up to ₹5,000 for every day of default under Section 99.
The place of the AGM is equally regulated. Section 96(2) requires the meeting to be called during business hours, on a day that is not a National Holiday, at the registered office or at another place within the same city, town, or village. An unlisted company may hold the AGM at any place in India if all members give prior consent in writing or electronically. The 2025 regulatory framework, particularly General Circular No. 03/2025 dated 22 September 2025, has permitted companies to hold AGMs through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”) for the financial year 2025, without the physical presence of members at a common venue. This facility, however, does not extend the statutory deadlines under Section 96.
The Extraordinary General Meeting: Section 100 and the Requisition Mechanism
An Extraordinary General Meeting (“EGM”) is any general meeting that is not an AGM. The Board may call an EGM whenever it considers fit. More significantly, Section 100 arms the members with a requisition power. Members holding at least one-tenth of the paid-up share capital carrying voting rights, or one-tenth of the total voting power, may requisition an EGM. If the Board fails to call the meeting within twenty-one days of the requisition, the requisitionists themselves may call and hold the meeting. This is a crucial governance safeguard. The requisitionists are entitled to recover from the company any reasonable expenses incurred by reason of the Board’s failure, and the company may recoup those sums from the fees or remuneration of the defaulting directors.
The EGM is ordinarily held at a place within India, with a limited exception for a wholly owned subsidiary of a company incorporated outside India. The 2025 framework also contemplates a shorter seven-day notice option for wholly virtual EGMs, alongside a safeguard that at least one AGM be held physically every three years.
Notice: The Twenty-One Clear Day Rule and Its Exceptions
Section 101 is the procedural heart of the general meeting regime. A general meeting may be called by giving not less than twenty-one clear days’ notice in writing or through electronic mode. The phrase “clear days” excludes the day of service and the day of the meeting. A meeting may be called at shorter notice if consent is given by at least ninety-five per cent of the members entitled to vote at such meeting. For an AGM, the consent must be given in writing or electronically; for any other meeting, the consent of the majority in number and ninety-five per cent in value is required.
The notice must be accompanied by an explanatory statement under Section 102, setting out the material facts concerning each item of special business and the nature of the concern or interest, financial or otherwise, of every director, manager, and key managerial personnel. The distinction between ordinary business and special business is not cosmetic. Ordinary business—consideration of accounts, declaration of dividend, appointment of auditors, and appointment of directors retiring by rotation—may be transacted with an ordinary resolution. Special business requires a special resolution where the Act or the articles so mandate.
Jurisprudence and the 2025 Interface
The NCLT’s jurisdiction under Section 97 to call or direct the calling of an AGM where a company has failed to hold one is a remedial mechanism of last resort. The Tribunal can direct that one member present in person or by proxy constitutes a valid meeting, and such a meeting is treated as the AGM. Section 98 confers a parallel power where it is impracticable to call, hold, or conduct any meeting other than an AGM.
The 2025 virtual-meeting framework does not dilute the substantive requirements of notice. Even in a VC/OAVM setting, the notice must comply with Section 101, the explanatory statement must be complete, and the facility for e-voting under Section 108 must be provided where applicable. The convergence of the Companies Act, 2013, the Secretarial Standard on General Meetings (SS-2), and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for listed entities means that a defective notice is a multi-regulator event, not a single-statute infraction.
A technically sound AGM or EGM is not the product of last-minute drafting. It is the product of a compliance calendar that works backwards from the statutory deadlines, a notice that anticipates judicial scrutiny, and a record of proceedings that reflects the deliberative integrity of the meeting.
Call to Action
Anuj Desai & Associates advises boards, audit committees, and company secretarial teams on the full lifecycle of general meetings—from drafting notices and explanatory statements to managing requisitions, NCLT applications under Sections 97 and 98, and post-meeting compliance. If your company is navigating an AGM default, an EGM requisition, or the 2025 virtual-meeting transition, we can help you structure a defensible process.
📧 office@anujdesaiassociates.com
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