Chapter VII - Management and Administration
Section 97
Section 97: Tribunal power to call an annual general meeting
If a company defaults in holding its annual general meeting under section 96, any member may apply to the Tribunal, which may call or direct the calling of the meeting and give directions.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) If any default is made in holding the annual general meeting of a company under section 96, the Tribunal may, notwithstanding anything contained in this Act or the articles of the company, on the application of any member of the company, call, or direct the calling of, an annual general meeting of the company and give such ancillary or consequential directions as the Tribunal thinks expedient: Provided that such directions may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (2) A general meeting held in pursuance of sub-section (1) shall, subject to any directions of the Tribunal, be deemed to be an annual general meeting of the company under this Act.
Introduction
The Tribunal’s power applies notwithstanding anything in the Act or the company’s articles. A meeting held under the order is deemed to be the company’s annual general meeting, subject to the Tribunal’s directions.
Section 97 came into force on 1 June 2016 under S.O. 1934(E).
Key takeaways
Trigger
A default in holding the annual general meeting under section 96.
Applicant
Any member of the company may apply.
Deemed AGM
The meeting held under the order is deemed to be an AGM, subject to the Tribunal’s directions.
When a member can apply
Section 96 requires companies, other than a One Person Company, to hold an annual general meeting within the time it lays down. If the company defaults, any member may apply to the Tribunal under section 97(1).
What the Tribunal may order
The Tribunal may call the meeting itself or direct its calling, and give ancillary or consequential directions it thinks expedient. Under the proviso, these may include a direction that one member present in person or by proxy is deemed to constitute a meeting. The power applies notwithstanding anything in the Act or the articles.
Effect and consequences
A general meeting held under the order is deemed to be an annual general meeting under the Act, subject to the Tribunal’s directions (sub-section (2)). Under section 99, default in holding a meeting in accordance with sections 96 to 98, or in complying with the Tribunal’s directions, is punishable with a fine of up to one lakh rupees, plus up to five thousand rupees a day while the default continues.
Practical preparation
Confirm the AGM due date under section 96 and evidence the default. Prepare the member’s application with proposed directions on notice, venue, quorum and business. Comply exactly with the Tribunal’s order. Section 98 deals separately with meetings other than an AGM.
Practical checklist
Do
- Propose specific directions on notice, quorum and business.
- Keep evidence of the AGM due date and the default.
Avoid
- Do not use section 97 for an extraordinary general meeting; section 98 covers other meetings.
- Do not ignore the Tribunal’s directions; section 99 penalises non-compliance.
Illustrative example
Hypothetical: missed AGM
A company’s Board does not convene the AGM within the time under section 96 and ignores a minority member’s requests.
Apply
The member applies to the Tribunal under section 97.
Direct
The Tribunal may call the meeting or direct the company to call it, with directions on quorum.
Hold
The meeting held under the order is deemed to be the AGM.
Outcome
- The AGM takes place despite the Board’s inaction, and section 99 exposure remains for the default.
Glossary
- Annual general meeting
- The yearly general meeting required by section 96.
- Tribunal
- The National Company Law Tribunal constituted under the Act.
Frequently asked questions
Who can apply under section 97?
Any member of the company.
Can one member constitute the meeting?
Yes, if the Tribunal so directs under the proviso to sub-section (1).
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026