# Section 99 — Punishment for Default in AGM / Meeting Provisions

## What Defaults Are Covered?

Section 99 is the enforcement provision for:

Section 96 — failure to hold AGM
Section 97 — failure to comply with Tribunal's AGM direction
Section 98 — failure to comply with Tribunal's other meeting directions
Any directions issued by the Tribunal in connection with the above

## Who Is Liable?

The company, AND
Every officer of the company who is in default.

## Quantum of Penalty

Component	Amount
Initial fine (per person/company)	Up to ₹1,00,000
Continuing default — further fine	Up to ₹5,000 per day during which the default continues

> Note the language — this is a fine (not a 'penalty'), implying a criminal-side punishment that requires a court order, not an adjudication officer.

Worked example

### Example 1

Example 1: XYZ Ltd. failed to hold its AGM. NCLT, on a member's application, directs the company to call AGM by 30 June. The company defaults further by not complying with the Tribunal's order for 20 days. ✅ Company and every officer-in-default can be fined up to ₹1,00,000 + ₹5,000 × 20 days for the continuing default.

### Example 2

Example 2: Section 96 was not complied with — AGM not held within the due date. Members did not approach NCLT. Can Section 99 still apply? ✅ Yes — Section 99 punishes the default under Section 96 itself; Tribunal proceedings are not a precondition.

⚠️ Common exam mistakes

Treating ₹1,00,000 as the total cap — it is the initial fine; continuing fines (₹5,000/day) are over and above this.
Forgetting to apply Section 99 even when no member has gone to the Tribunal — Section 96 default alone triggers it.
Mixing this up with Section 121 penalty (which is a civil penalty for not filing the AGM report).

Bare-Act text Section 99 · The Companies Act, 2013 · click to expand

Section 99: If any default is made in holding a meeting of the company in accordance with section 96 or section 97 or section 98 or in complying with any directions of the Tribunal, the company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in the case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which the default continues.

Now that you've read this — what's next?

Move from understanding → mastery in 3 clicks. Each option below picks up from this lesson's topic.

🔥 Drill 5 Qs on this → ✍️ Adaptive practice →

Punishment for Default — Sections 96 to 98 [Section 99]

Worked example

⚠️ Common exam mistakes