# Section 97 — Tribunal's Power to Call AGM
## When Does Section 97 Trigger?
When a company defaults in holding its AGM under Section 96. The remedy is judicial, not internal — the NCLT (Tribunal) steps in.
## Who Can Apply?
Any member of the company. Even a single member can apply.
## Powers of the Tribunal — Section 97(1)
The Tribunal may, notwithstanding anything in the Act or articles:
1. Call or direct the calling of an AGM, AND
2. Give such ancillary or consequential directions as it thinks expedient.
### The Quorum-Override Proviso
The Tribunal's directions may include a direction that:
> One member of the company present in person or by proxy shall be deemed to constitute a meeting.
This overrides the normal quorum requirements of Section 103 — useful when other members refuse to attend.
## Status of the Meeting So Called — Section 97(2)
The meeting held under Tribunal's direction shall, subject to its directions, be deemed to be an AGM of the company under the Act. So it counts for all statutory purposes (laying of financial statements, appointment of auditor, etc.).
## Quick Comparison: Section 96 vs Section 97
| Aspect | Section 96 (Normal AGM) | Section 97 (Tribunal AGM) |
|---|---|---|
| Who calls | Board | Tribunal (on member's application) |
| Trigger | Statutory obligation | Default by company in holding AGM |
| Quorum | As per Section 103 | Even 1 member can constitute meeting |
| Status | AGM | Deemed AGM |