Yes. If a company has defaulted in holding its annual general meeting under section 96 of the Companies Act, 2013, any member can ask the NCLT to call or direct the AGM under section 97. You do not need ten percent of the shares for this application. Before filing, assemble the last AGM date, the relevant financial-year closing date, any Registrar extension and proof that you are a member.
Part of the corporate and commercial law practice at S Jain & Attorneys, Bangalore.
Your application should ask for a workable meeting, not merely a declaration that management broke the law. Put the proposed meeting date range, notice method, chairperson, quorum arrangement and documents to be circulated in a short draft of the directions you want. Those details become important where the same people who missed the meeting also control its notice list and records.
When is an AGM actually overdue?
Work from section 96 and any valid extension, not from an assumption that every company must meet on the same calendar date. A company other than a One Person Company must hold an AGM each year. The ordinary rule combines a six-month period after financial-year closing with a maximum fifteen-month interval between AGMs. The first AGM has a different nine-month period after the close of the first financial year.
The Registrar may, for a special reason, extend the time for an AGM other than the first by no more than three months. Ask for the actual extension document. An application for extension and an order granting it are not interchangeable. Nor does an informal assurance by the company's accountant establish that an extension covers your company and the relevant year.
Make a date sheet with one row per missed year. Include the financial-year end, applicable deadline, previous AGM, any extension and the company's claimed meeting date. If management says a meeting occurred, the issue may be a disputed meeting rather than an admitted failure to hold one. Obtain the notice, proof of service, attendance and minutes before choosing the relief.
Filing annual returns does not by itself answer whether the AGM was properly held. The filing can be evidence to investigate. Compare it with the records members actually received, and identify the precise mismatch without calling every discrepancy fraud. A wrong date, an invalid meeting and no meeting at all require different factual explanations.
Key takeaway. One member can invoke section 97 after an AGM default. The first task is to prove the default, including the correct financial year and any valid extension.
| Situation | Main issue | First record to obtain |
|---|---|---|
| No AGM notice or meeting | Whether statutory deadline expired | Last AGM record and any extension |
| Company claims AGM already held | Whether the claimed meeting answers the duty | Notice, attendance and minutes |
| First AGM not held | Nine-month first-year rule | Incorporation and first financial-year records |
| EGM cannot be held | Impracticability outside the AGM route | Articles and failed meeting attempts |
Can the board insist that I need ten percent of the shares?
No. Section 97 says any member may apply. The thresholds for an oppression petition under sections 241 and 244, or for requisitioning an extraordinary general meeting under section 100, do not replace that wording. A letter refusing to deal with you because your stake is small should be kept with your application.
You still need membership evidence. Use the register entry, share certificate, depository record where applicable and relevant annual-return material. A person who paid for a proposed share acquisition but whose membership is disputed should get advice on that preliminary issue. Section 97 should not be presented as a way to bypass an unresolved claim to shares.
The relief is also limited to the meeting problem. Calling an AGM will not itself award you a buyout, reverse a transfer or remove a director. If you need those remedies, analyse them separately. Combining every grievance into the AGM application can obscure the narrow statutory default that the Tribunal can address.
Describe why holding the meeting matters in concrete terms. Members may need the accounts placed before them, the opportunity to ask questions or valid consideration of ordinary business. Explain how the proposed directions would restore that process. Avoid promising that a meeting must produce the outcome you prefer. A valid voting process can still result in a resolution you oppose.
The standing, timing and relief questions should be kept separate in the file.
Membership comes first
Keep evidence that you are a member. A small stake is enough for section 97 standing, but an unresolved claim to membership still needs attention.
Check the extension
Obtain the actual Registrar order and identify its year and terms. A pending request does not prove that the AGM deadline moved.
Ask for a meeting
Draft practical directions about notice, chairing, quorum and records. An AGM application does not automatically decide every shareholder dispute.
What directions can NCLT give if management will obstruct the AGM?
Section 97 allows the Tribunal to call or direct the calling of the AGM and give ancillary or consequential directions it considers expedient. It expressly permits a direction treating one member present personally or by proxy as constituting the meeting. That protection is available through an order, not through your unilateral announcement.
Match each requested direction to a demonstrated obstruction. If the registered office is inaccessible, explain what happened when documents were requested. If management controls a disputed address list, identify which members may be excluded. If an earlier meeting collapsed for want of a chairperson or quorum, produce the attendance and correspondence. Specific evidence supports a specific solution.
A proposed independent chairperson, reporting requirement or controlled notice process should be framed as relief for the Tribunal to consider. Do not write as though every petitioner is entitled to every direction. The company will have an opportunity to explain its position, and the final order may use a different arrangement.
Take care with venue and mode. Section 96 contains location rules and, following the 2017 amendment, permits an unlisted company's AGM at any place in India with all members' advance consent in writing or electronically. Virtual-meeting permissions and current circulars require a separate, current check. A section 97 application should identify the proposed mode and obtain directions rather than assume an old circular still applies.
Which application and documents should I prepare?
Rule 74 of the NCLT Rules, 2016 prescribes Form NCLT-1 for an application under section 97, with the documents specified in Annexure B. It also requires a copy to be served on the Registrar of Companies on or before the hearing. The current registry directions govern filing presentation and any electronic requirements.
Prepare the memorandum and articles, membership proof, last available accounts and returns, the date sheet, requests made to the company and its responses. Add the exact directions sought. An affidavit should distinguish what you personally know from what you infer from the company's records. If you say no notice was received, do not automatically swear that no notice was sent to anyone.
Annex the company's claim of compliance if there is one. Omitting an inconvenient email saying that a meeting took place will not make the dispute simpler. Explain why that claim is wrong or why the meeting did not satisfy the duty. The Tribunal needs the competing versions at the outset, particularly where urgent meeting directions could affect all members.
Do not use a filing fee or bench address copied from a years-old article. Check the current official registry material and the company's registered office. A Bengaluru investor does not automatically make Bengaluru the correct company-law bench for a company registered elsewhere. The practical jurisdiction enquiry belongs before payment and filing, not after a defect notice.
- Verify membership and obtain the relevant company records.
- Prepare a year-by-year deadline sheet with extension documents.
- Request the AGM and missing meeting evidence in writing.
- Draft the section 97 relief and supporting affidavit under rule 74.
- Check the competent bench, present filing directions and required service.
- After an order, follow its notice, conduct and reporting directions exactly.
Can I call the AGM myself or substitute an EGM?
Do not assume that a self-convened meeting becomes an AGM merely because you put AGM in the subject line. Section 97 supplies a Tribunal route when the statutory annual meeting has defaulted. A requisitioned EGM has separate conditions and does not automatically discharge the company's annual-meeting obligations.
Section 98 concerns impracticability in calling, holding or conducting a meeting other than an AGM. It can be relevant to a deadlocked extraordinary meeting, but it is not the provision to cite simply because the overdue AGM will be difficult. Identifying the type of meeting prevents a basic maintainability objection.
If a company offers to convene the AGM after receiving your application, examine the actual notice and agenda. A properly arranged meeting may resolve the immediate problem. Ask how the pending application will be addressed and whether directions are still needed on records or quorum. Do not reject a workable meeting merely because management offered it late.
Equally, do not withdraw solely on an undated promise to call one. Put any agreed arrangements in a form that can be placed before the Tribunal. The practical concern is completion: notice, documents, meeting, minutes and required filings. A promise covering only the first step may leave members in the same position a month later.
Common mistake. An EGM and an AGM are not interchangeable labels. Use section 97 for the annual-meeting default and section 98 only where its separate conditions apply.
What should I ask to receive before the ordered meeting?
Ask for the notice, agenda and documents needed for the business proposed. The meeting should not become a surprise vote on matters members could not assess. Read the order first, because its particular directions may settle how notices, supporting records and the chairperson's report are to be handled.
List disputed omissions promptly. If the accounts circulated are incomplete, identify the missing statement or report. If an item proposes a transaction, request the explanation and documents relevant to that item. A general demand for every document the company has ever created is easier to resist than a request connected to business members are being asked to decide.
The most useful preparation is a short question list grounded in those documents. For example, identify the account entry, the amount and the clarification sought. Keep a record of written questions and the reply. This does not give a shareholder unrestricted access to every confidential company document, and separate statutory inspection rights have their own scope.
The proposed directions should supply enough meeting arrangements to make the order workable. A direction saying only hold an AGM may leave predictable disputes about notice, quorum and minutes. A focused proposed order identifies those obstacles without asking the Tribunal to manage the company's ordinary affairs indefinitely.
A short compliance checklist can prevent another disputed meeting.
Match the notice
Check that the notice follows the order and identifies the relevant AGM business. Report a specific omission promptly, with the order paragraph.
Prepare precise questions
Tie each question to an account entry or agenda item. Preserve the written request and answer rather than relying on recollection.
Keep the final record
Obtain the meeting record and any chairperson report required by the order. Confirm what was decided and what remains unresolved.
What is the next step if the company ignores the order?
Return to the operative directions and document the exact default. Record which notice was not sent, which meeting date passed or which report was not filed. A clear compliance application is stronger than a fresh narration of every historic disagreement.
An order under section 97 does not erase separate statutory consequences for the earlier default, and enforcement or other relief must be considered on the actual facts. Do not promise imprisonment or automatic removal of directors for a missed meeting. Use the current statute, the order and the correct procedural route.
If the company appeals, obtain the appeal and any stay order. Check whether the meeting is restrained or whether only a particular direction is suspended. Continue to preserve records and seek advice on deadlines. The existence of a dispute is not a reason to abandon the ordered process, but later judicial directions must be respected.
For the immediate problem, leave the adviser with four objects: membership proof, the date sheet, the company's response and your proposed meeting directions. Those documents allow a decision on whether the AGM has defaulted and whether section 97 is the right application. That is a more useful start than collecting signatures for a threshold the section does not impose.
Frequently Asked Questions
Can one shareholder apply?
Yes. Section 97 permits any member to apply after a default under section 96. Prove your membership.
Does a One Person Company need this AGM?
Section 96 excludes a One Person Company from its AGM requirement.
Can the Registrar extend the first AGM deadline?
The extension power in section 96 excludes the first AGM. Its statutory period must be checked separately.
Can one member constitute the ordered AGM?
The Tribunal can expressly direct that one member present personally or by proxy constitutes the meeting. The member cannot assume that direction without an order.
Is section 98 the AGM provision?
No. Section 98 expressly concerns meetings other than an AGM. Section 97 addresses the annual-meeting default.
Which form does rule 74 prescribe?
Form NCLT-1 with the prescribed supporting documents. A copy must be served on the Registrar on or before the hearing.
Does an AGM order guarantee my resolution will pass?
No. It restores a meeting process, subject to the order and applicable voting rights. It does not predetermine the voting result.
Should I withdraw when management promises a meeting?
Assess the concrete notice and arrangements first. A dated, workable arrangement is different from an informal promise.
This article is for general informational purposes only and does not constitute legal advice. Consult a qualified advocate for advice on your specific situation.
