# AGM — Special Rules for Section 8 & Government Companies
## The Core Idea
The general rule under Section 96(2) is strict: every AGM must be held during business hours (9 a.m. to 6 p.m.), on a day that is not a National Holiday, and at the registered office (or within the same city/town/village).
However, two categories of companies get relaxations — but only if they are compliance-clean.
## 1. Section 8 Company (Non-profit) Exemption
An extra proviso is inserted into Section 96(2):
> The time, date and place of each AGM shall be decided in advance by the Board, having regard to directions (if any) given by the company in its general meeting.
What this means in practice:
- A Section 8 company is not strictly tied to the registered office or business hours.
- The Board has the flexibility to fix the meeting at any time/date/place — but it must respect any directions previously given by the company in general meeting.
## 2. Government Company Exemption
Section 96(2) is re-read so that the AGM can be held at:
- the registered office, OR
- any other place within the city/town/village where the registered office is situated, OR
- such other place as the Central Government may approve.
A Government company can therefore hold its AGM at a completely different location if the Central Government approves.
## ⚠️ The Compliance Condition (CRITICAL)
Both exemptions are conditional. They apply only if the company has NOT defaulted in filing:
- Financial statements under Section 137, AND
- Annual return under Section 92.
If there is any such default, the company loses the exemption and must follow the general rule in Section 96(2).
## National Holiday — Definition
Explanation to Section 96(2): "National Holiday" means a day declared as such by the Central Government.
## Unlisted Company — Place of AGM
Under the proviso to Section 96(2), an unlisted company may hold its AGM at any place in India if all the members give consent in writing or by electronic mode in advance.