Application explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Every company except a One Person Company must hold an annual general meeting each year. If it does not, a member can ask the National Company Law Tribunal to call the meeting or direct it to be called. This article gives a specimen application in the columns of Form NCLT-1, explains section 97 and rule 74, and lists the documents and the service steps.
Any member of the company may apply to the Tribunal under section 97 when the company defaults in holding its AGM under section 96. The application is made in Form NCLT-1 with the documents in Annexure B to the Rules and a copy is served on the Registrar of Companies on or before the date of hearing. The Tribunal may call the meeting, direct it to be called and give ancillary directions, which may include that one member present in person or by proxy shall be deemed to constitute a meeting. The format follows the form as printed in the rules consulted; check the current form on the NCLT portal before filing.
When you need this application
You need it when the company has missed its AGM. Section 96(1) requires an AGM in each year with not more than fifteen months between one AGM and the next; the first AGM is due within nine months of the first financial year's closing, and others within six months of the close of the financial year, with the Registrar able to extend the time, other than for the first AGM, by up to three months for special reason. If those times pass and the company does not hold the meeting, a member can apply. For a meeting other than an AGM that cannot practicably be called or conducted in the usual way, section 98 gives a similar power on the application of a director or a member entitled to vote. Our guides on AGM under section 96, general meeting procedures and EGM under section 100 explain the background. For help with the application, see legal dispute resolution.
Specimen application
BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH COMPANY APPLICATION NO. OF IN THE MATTER OF SECTION 97 OF THE COMPANIES ACT, 2013 AND IN THE MATTER OF , having its registered office at , , holding shares in the Company, folio no. ...APPLICANT VERSUS , through its , ...RESPONDENT APPLICATION UNDER SECTION 97 OF THE COMPANIES ACT, 2013 READ WITH RULE 74 OF THE NATIONAL COMPANY LAW TRIBUNAL RULES, 2016 FOR AN ORDER TO CALL THE ANNUAL GENERAL MEETING (i) DETAILS OF THE APPLICANT AND RESPONDENT 1. The Applicant is a member of the Respondent Company, registered holder of shares. An extract of the register of members is at Annexure . 2. The Respondent is a company, CIN , with its registered office at . (ii) JURISDICTION The Applicant declares that the subject matter of this application is within the jurisdiction of this Bench, the registered office of the Respondent being within its territorial limits. (iii) LIMITATION (iv) FACTS OF THE CASE 1. The last annual general meeting of the Company was held on for the financial year ended . Proof is at Annexure . 2. The Company was required under section 96 of the Companies Act, 2013 to hold its next annual general meeting by . The Company has not held the meeting . 3. The Applicant wrote to the Company on (Annexure ) asking it to hold the meeting. ] (Annexure ). 4. 5. The default has caused prejudice to the members because . 6. The Applicant has not made any other application about the same matter. (v) RELIEFS SOUGHT In view of the facts above, the Applicant prays that the Tribunal: (a) call, or direct the calling of, an annual general meeting of the Company for the financial year(s) ended on such date, at such place and in such manner as the Tribunal thinks fit; (b) appoint to preside over the meeting; (c) give such ancillary and consequential directions as are expedient, including that , and that the meeting shall be deemed to be the annual general meeting of the Company; (d) award costs; (e) pass such other orders as are just. (vi) PARTICULARS OF PAYMENT OF FEE Signature of the Applicant / authorised signatory: Date: Place: LIST OF ANNEXURES 1. Extract of the register of members showing the Applicant's holding 2. Copy of the last audited financial statements 3. Memorandum and Articles of Association 4. Proof of the last AGM 5. Correspondence with the Company 6. AFFIDAVIT VERIFYING THE APPLICATION (in the form the Rules prescribe) I, , , solemnly affirm: I am the Applicant / authorised representative; I have read the application; the statements in paragraphs are true to my knowledge and the rest are believed to be true on information and belief. Deponent: Verified at on .
Clause-by-clause explanation
| Part | What it does | Drafting tip |
|---|---|---|
| Cause title | Identifies the Bench, section and parties | State both section 97 and rule 74 |
| Details of the applicant | Establishes standing as a member | Annex the register extract; a member whose membership is disputed will face an objection |
| Jurisdiction | Fixes the Bench by registered office | Name the Bench |
| Limitation | Declares the application is in time | Do not assert a period the Act does not print |
| Facts | Records the last AGM, the default and the requests made | Give dates and annex each letter |
| Reliefs | Seeks a direction to call the AGM, a presiding person and ancillary directions | Ask for the one-member quorum direction if it is needed |
| Fee particulars | Notes payment | Follow current instructions |
| Annexures and affidavit | Proof and verification | Certify copies |
The law behind it
Section 96. Every company other than a One Person Company must hold an AGM each year, specify it as such in the notice, and keep within fifteen months between meetings. The AGM is called between 9 a.m. and 6 p.m. on a day that is not a National Holiday, at the registered office or another place in the same city, town or village; an unlisted company may hold it elsewhere in India with the written or electronic consent of all members in advance.
Section 97(1) says that if default is made in holding the AGM under section 96, the Tribunal may, notwithstanding anything in the Act or the articles, on the application of any member, call or direct the calling of an AGM and give ancillary or consequential directions, which may include a direction that one member present in person or by proxy shall be deemed to constitute a meeting. Section 97(2) says a meeting held under that order is deemed to be an AGM of the company, subject to the Tribunal's directions.
Section 98 covers other general meetings that cannot practicably be called or held in the normal manner: the Tribunal may act suo motu or on the application of any director or member entitled to vote, and a meeting held under its order is a duly called, held and conducted meeting for all purposes.
Rule 74 of the NCLT Rules, 2016 requires an application under section 97 to be made by any member in Form NCLT-1 with the documents in Annexure B, and a copy to be served on the Registrar of Companies on or before the date of hearing. Rule 75 provides the same for an application under section 98, by a director or member. General filing practice is in rule 34 and our NCLT procedure guide.
Section 97 speaks of an application by a member; an application by the company itself would ask the Tribunal to direct the company against itself and is not what the section provides. Check the current rules and forms before filing.
Filing, stamp duty and execution
The application is signed by the member or authorised signatory, accompanied by the verifying affidavit in the prescribed form, and supported by a Vakalatnama or memorandum of appearance where a representative appears. Court fee is payable as per the applicable rules and directions; no amount is stated here. The documents are certified as true copies, and a copy is served on the Registrar. For stamp and registration questions on other documents, see our stamp duty overview.
Common mistakes
- Applying when the company is still within its time under section 96 or an extension granted by the Registrar.
- Filing as the company instead of as a member.
- Failing to prove the Applicant's membership with a register extract.
- Not annexing proof of the last AGM and the Applicant's requests to the company.
- Forgetting to serve the Registrar of Companies on or before the hearing date.
- Seeking section 97 relief for a meeting that is not an AGM; section 98 applies instead.
- Not asking for ancillary directions such as the deemed one-member meeting where the quorum is a problem.
Need help with an AGM application?
If your company has not held its AGM and members or directors need a direction from the Tribunal, we can prepare the application, the annexures and the service on the Registrar. See legal dispute resolution for scope. For another Tribunal remedy, read our Form NCLT-1 petition format for oppression and mismanagement.
Key takeaways
- Section 97 lets any member ask the NCLT to call an AGM after default.
- File in Form NCLT-1 with the Annexure B documents.
- Serve the Registrar on or before the hearing date.
- The Tribunal may deem one member a meeting.
- Section 98 covers other meetings, on a director's or member's application.
Read next
- Section 96: annual general meeting
- Sections 97 to 99: general meeting procedures
- Appearing before the NCLT: procedure and tips
- Petition to NCLT against refusal to register a share transfer
Disclaimer: This specimen is a general model for information. Every document must be adapted to its facts and to the law, rules and forms in force when it is signed or filed; stamp duty, registration and court fees depend on the State and the forum. This article is general information, not legal advice; check the official text before acting.