1. Every company other than a One Person Company 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 financial year 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 Registrar 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 some other place within the city, town or village in which the registered office of the company is situate:
Provided that: the Central Government may exempt any company from the provisions of this sub-section subject to such conditions as it may impose.
Explanation.- —For the purposes of this sub-section, "National Holiday" means and includes a day declared as National Holiday by the Central Government.
Legal Commentary & Landmark Judgments: Section 96
Section 96 mandates the holding of an Annual General Meeting (AGM) by every company once in each calendar year within strict statutory timeframes, forming the core forum of shareholder democracy.
The meeting must be convened during business hours (9 a.m. to 6 p.m.) on any day that is not a National Holiday, at the registered office or within the city/town where the registered office is situated.
The AGM is the statutory forum where shareholders exercise sovereign oversight over the Board: adopting financial statements, approving dividends, appointing directors, and appointing statutory auditors. Bypassing or defaulting on Section 96 not only attracts penalties on directors under Section 99, but also empowers any member to approach the NCLT under Section 97 to compel the calling and holding of the AGM.