Sections 95, 96 and 97 of the Companies Act 2013: Registers as Evidence, Annual General Meeting and Tribunal Powers

Section 95 - Registers, etc., to be evidence

Meaning: Section 95 gives evidentiary value to specified statutory corporate records. The registers, their indices and copies of annual returns maintained under Sections 88 and 94 constitute prima facie evidence of matters which the Companies Act, 2013 directs or authorises to be inserted in them.

"Prima facie evidence" means evidence that is sufficient to establish a fact at first sight unless it is rebutted or displaced by other evidence. Section 95 therefore helps statutory company records serve as an initial evidentiary basis in proceedings where their contents are relevant.

For context, Section 88 deals with registers of members and other security holders, while Section 94 deals with the place of keeping and inspection of registers and returns.

Section 96 - Annual general meeting

Who must hold an AGM: Every company other than a One Person Company must hold an annual general meeting each year in addition to any other meetings and must identify it as the AGM in the notice calling the meeting.

Time limit and interval between AGMs

Ordinarily, not more than fifteen months may elapse between one AGM and the next. The first AGM must be held within nine months from the close of the company's first financial year. Every subsequent AGM must be held within six months from the close of the relevant financial year.

If the first AGM is held within the statutory period, the company need not hold another AGM in the year of incorporation. For an AGM other than the first AGM, the Registrar may, for a special reason, extend the time for holding it by a period not exceeding three months.

Time and place of AGM

An AGM is to be called during business hours, between 9 a.m. and 6 p.m., on a day that is not a National Holiday. Subject to the statutory exceptions, it is to be held at the registered office or at another place within the city, town or village in which the registered office is situated.

For an unlisted company, the AGM may be held at any place in India if all members give their consent in advance in writing or by electronic mode. This proviso was substituted by the Companies (Amendment) Act, 2017 and took effect on 13 June 2018. The Central Government also has power to exempt a company from the requirements of Section 96(2), subject to conditions.

Section 97 - Power of Tribunal to call annual general meeting

If a company defaults in holding its AGM in accordance with Section 96, any member of the company may apply to the Tribunal. The Tribunal may, notwithstanding anything contained in the Act or the company's articles, call the AGM itself or direct that it be called.

The Tribunal may also give ancillary or consequential directions that it considers expedient. These directions may include a direction that one member of the company present in person or by proxy will be deemed to constitute the meeting.

A general meeting held pursuant to an order under Section 97 is, subject to the Tribunal's directions, deemed to be the company's AGM under the Companies Act, 2013.