Where a company fails to hold an Annual General Meeting as required under Section 96 (default by company in calling AGM).
## Who can apply?
Any member of the company.
## Power of the Tribunal
On such application, the Tribunal may:
Call, OR
Direct the calling of, the AGM
Give such ancillary or consequential directions as it thinks expedient
## Directions May Include
A direction that one member present in person or by proxy shall be deemed to constitute a meeting.
## Status of Meeting
An AGM held under such direction shall be deemed to be an AGM of the company.
## Distinction from Section 98
Section 97: Tribunal calls the AGM — only on member's application, only when company has failed to hold AGM.
Section 98: Tribunal calls any other meeting (typically EGM) — when it is impracticable to call/conduct a meeting.
Worked example
### Example 1
Example: ABC Ltd's financial year ended 31 March 2025. It has not held the AGM by 30 September 2025 and shows no sign of doing so. Mr. P, a shareholder, applies to the Tribunal.
Analysis: The Tribunal may, under Section 97, direct ABC Ltd to call the AGM. It may also direct that one member personally present shall constitute a meeting. The meeting so held is deemed to be an AGM.
⚠️ Common exam mistakes
Confusing Section 97 (AGM only) with Section 98 (other meetings, generally EGM).
Thinking the Tribunal can act suo motu under Section 97 — it cannot; a member must apply.
Believing the Registrar or directors can apply — only a member can move the Tribunal under Section 97.
Bare-Act text Section 97 · Companies Act, 2013 · click to expand
Section 97 — Power of Tribunal to call AGM: (1) If any default is made in holding the annual general meeting of a company under section 96, the Tribunal may, notwithstanding anything contained in this Act or the articles of the company, on the application of any member of the company, call, or direct the calling of, an annual general meeting of the company and give such ancillary or consequential directions as the Tribunal thinks expedient, including a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (2) A general meeting held in pursuance of sub-section (1) shall, subject to any directions of the Tribunal, be deemed to be an annual general meeting of the company.