Section 39 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.
Section 39 requires the board of every multi-State co-operative society to call an annual general meeting within the prescribed period and not later than six months after the close of the corresponding year. It lists the business of the meeting, now sixteen items from (a) to (p), if the 2023 Amendment Act's new clause (p), appointment of auditor, is counted. If the board fails, the Central Registrar may convene the meeting within ninety days at the society's cost. The board must also lay a statement of loans and credit to its members and their close family before each meeting.
The section is read as per the Ministry of Cooperation copy of the Act read with the Multi-State Co-operative Societies (Amendment) Act, 2023 (in force from 3 August 2023). Only clause (p) of sub-section (1) was added; the rest is from the principal copy. A society whose annual meeting is due can check its agenda in a legal consultation.
The board must call the annual general meeting within the prescribed period and not later than six months after the close of the corresponding year, for the business in clauses (a) to (p). New in 2023: (p) appointment of auditor. If the board fails, the Central Registrar may convene it within ninety days of the end of that period, at the society's expense (s.39(2)). At every AGM the board must lay a statement of loans or goods on credit given to board members and their spouse, sons or daughters (s.39(3)).
Sub-section (1): when and what
"The board of every multi-state cooperative society shall, within such period as may be prescribed, and not later than six months after the close of the corresponding year, call the annual general meeting in the manner prescribed for the purpose of-". The period and the manner are left to rules; the Multi-State Co-operative Societies (Amendment) Rules, 2023 were notified on 4 August 2023 (G.S.R. 591(E)) and the consolidated Rules should be checked. Wording flag: the section says "the corresponding year", not "financial year". The 2023 Amendment Act did not change those words; see Section 3, clauses (i) to (p) for the definition of "financial year", and the printed words are given as they stand.
The business of the meeting
| Clause | Item |
|---|---|
| (a) | consideration of the audited statement of accounts |
| (b) | consideration of the audit report and annual report |
| (c) | consideration of audit compliance report |
| (d) | disposal of net profits |
| (e) | review of operational deficit, if any |
| (f) | creation of specific reserves and other funds |
| (g) | approval of the annual budget |
| (h) | review of actual utilisation of reserve and other funds |
| (i) | approval of the long-term perspective plan and the annual operational plan |
| (j) | review of annual report and accounts of subsidiary institution, if any |
| (k) | expulsion of members |
| (l) | list of employees who are relatives of members of the board or of the Chief Executive |
| (m) | amendment of bye-laws, if any |
| (n) | formulation of code of conduct for the members of the board and officers |
| (o) | election of members of the board, if any |
| (p) | appointment of auditor (inserted in 2023) |
The 2023 Amendment Act (section 14 of that Act) inserted, after clause (o), "(p) appointment of auditor." That ties in with the provisions on auditors in section 70, explained in Section 70. Clause (j) links to section 19(3) on subsidiaries, clause (k) to expulsion under section 30, and clause (m) to bye-law amendment under section 11. The Act, in clause (o), says "election of members of the board, if any", so board elections are an item at the annual meeting when they are due; the new election sections 45 to 45L set the conduct of elections and are covered in later articles.
Sub-section (2): the Registrar steps in
"Where the board of a multi-state cooperative society fails to convene the annual general meeting within the period specified in sub-section (1), the Central Registrar or the person authorised by him in this behalf shall be competent to convene such annual general meeting within a period of ninety days from the date of expiry of the period mentioned in that sub-section and the expenditure incurred on such meeting shall be borne by the society."
- Trigger: the board fails to convene within the period in sub-section (1).
- Who: the Central Registrar or a person authorised by him.
- Time: within ninety days from the date of expiry of the period in sub-section (1).
- Cost: borne by the society. The sub-section does not allow the Registrar to charge the cost to the directors, unlike the special general meeting in section 40(2); see Section 40.
Sub-section (3): loans to the board and family
"At every annual general meeting of a multi-state cooperative society, the board lay before the society a statement showing the details of the loans or goods on credit, if any, given to any of the members of the board or to the spouse or a son or daughter of a member of the board during the preceding year or outstanding against him or against such spouse or son or daughter of the member of the board."
The printed words read "the board lay", where "shall lay" is meant; this is quoted as printed. The statement covers loans or goods on credit given in the preceding year, and those still outstanding. It covers the board member, his spouse, a son or a daughter. The Act does not say what form the statement takes, or the consequence of leaving it out.
What the 2023 Amendment Act changed
| Provision | Before | After |
|---|---|---|
| Section 39(1)(a) to (o) | As printed above | No change |
| Section 39(1)(p) | Not in the Act | Inserted: "appointment of auditor" |
| Section 39(2), (3) | As printed above | No change |
A practical example
Brahmaputra Fisheries Co-operative, an invented multi-State society, closes its year on 31 March. Its board must call the annual general meeting within the prescribed period and not later than six months after the close of the year, which is by 30 September. The agenda includes accounts, the audit report, disposal of profit, the budget, the code of conduct and, since 2023, appointment of auditor. The board also lays the statement of loans to directors and their families. If the board does not convene the meeting in time, the Central Registrar can convene it within ninety days after the six-month period ends, and the society pays the cost.
For the next step, the special general meeting that can be called between annual meetings, see the article on section 40. A broader view of the Act is in the complete guide.
Need help preparing for the annual general meeting?
An AGM agenda that misses a statutory item, or a meeting called late, leads to avoidable trouble with the Central Registrar. A legal consultation can check your notice, agenda and timetable against section 39.
Key takeaways
- The board must call the AGM within the prescribed period and not later than six months after the close of the corresponding year.
- Business is listed in clauses (a) to (p); clause (p), appointment of auditor, was added in 2023.
- If the board fails, the Central Registrar or his authorised person may convene the AGM within ninety days, at the society's cost.
- The board must lay a statement of loans or credit given to board members and close family.
- Only clause (p) of section 39 was changed in 2023.
Read next
- Section 38: constitution, powers and functions of the general body
- Section 40: special general meeting of the general body
- Section 41: board of directors
- Multi-State Co-operative Societies Act, 2002: complete guide
Disclaimer: Based on the Ministry of Cooperation copy of the Multi-State Co-operative Societies Act, 2002 read with the Multi-State Co-operative Societies (Amendment) Act, 2023 (in force from 3 August 2023), as consulted on 2 October 2026. The Multi-State Co-operative Societies Rules, 2002 as amended, later notifications and later amendments are not covered and should be checked. This article is general information, not legal advice; check the official text before acting.