valid as on 08/12/2019

Section 96.Annual general meeting.
Effective from 01-04-2014

(1) Every  other than a  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:

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  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  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 :

the Central Government may exempt any company from the provisions of this sub-section subject to such conditions as it may impose.

 that the time, date and place of each annual general meeting are decided upon before-hand by the   having regard to the directions, if any, given in this regard by the company in its general meeting.

Explanation.—For the purposes of this sub-section, “National Holiday” means and includes a day declared as National Holiday by the Central Government.

2(20) Company means a company incorporated under this Act or under any previous company law
2(62) One Person Company means a company which has only one person as a member
2(41) Financial Year, in relation to any company or body corporate, means the period ending on the 31st day of March every year, and where it has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the company or body corporate is made up:

Provided that on an application made by a company or body corporate, which is a holding company or a subsidiary or associate company of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Tribunal may, if it is satisfied, allow any period as its financial year, whether or not that period is a year:

Provided further that a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement, align its financial year as per the provisions of this clause

Provided also that in case of a Specified IFSC public company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required.

Provided also that in case of a Specified IFSC private company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required.

2(75) Registrar means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act
1.For Government Company, this text is substituted as “such other place as the Central Government may approve in this behalf.” vide notification no. G.S.R. 463(E) dated 5th June, 2015. (the above exemption is substituted vide exemption notification to Government Companies dated 13th June,2017 as mentioned below) 

(The exceptions, modifications and adaptations provided above shall be applicable only to those Government Companies which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar )

2. For Government Company, this text is substituted as “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” vide notification dated 13th June, 2017. To view the notification,Click Here

Inserted vide Companies (Amendment) Act, 2017 dated 03.01.2018, w.e.f., 13.06.2018. To view the notification,Click Here
Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018, w.e.f., 13.06.2018. To view the notification,Click Here
Proviso is inserted vide notification no. G.S.R. 466(E) dated 5th June, 2015.

(The exceptions, modifications and adaptations provided above shall be applicable only to those companies covered under section 8 of the said act which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar, vide notification dated 13th June, 2017)

To view the notification,Click Here

2(10) Board of Directors, in relation to a company, means the collective body of the directors of the company

Commencement Notification dated 13.06.2018


Enforcement Notification S.O. 902(E) dated 26/03/2014


Exemption to Govt Companies G.S.R. 463(E) dated 05/06/2015


Exemptions to Government Companies [Amendment to GSR 463(E)] dated 13/06/2017


Exemptions to Private Companies [Amendment to GSR 464(E)] dated 13/06/2017


Exemptions to Section 8 companies [GSR 466 (E)] dated 05/06/2015


The Companies (Amendment) Act, 2017 (Effective from 03.01.2018)


General Circular 45/2014


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