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Microlesson · 5-min read

Punishment for Default in Holding AGM (Section 99)

# Punishment for Default — Section 99

## Trigger

Default in holding a meeting in accordance with Section 96, 97 or 98, or in complying with any directions of the Tribunal.

## Penalty

  • Company and every officer in default: Fine up to ₹1,00,000
  • Continuing default: Further fine up to ₹5,000 per day during which the default continues.

## Quick Recap of Sections Linked

  • Sec 96: AGM to be held annually within prescribed time.
  • Sec 97: Tribunal may call AGM on default.
  • Sec 98: Tribunal may call other meetings when impracticable.

Worked example

### Example 1

Example: ABC Ltd failed to hold its AGM for FY 2024-25 and continued the default for 30 days even after the Tribunal's direction under Section 97.

Analysis: ABC Ltd and every officer in default are liable to fine up to ₹1,00,000 plus ₹5,000 per day for 30 days = ₹1,50,000 in continuing fine, in addition to the basic fine.

⚠️ Common exam mistakes

  • Calculating only the lump sum fine and forgetting the daily continuing fine.
  • Applying Section 99 to other meeting-related defaults — it is specifically tied to Sections 96/97/98 and Tribunal directions thereunder.
Bare-Act text Section 99 · Companies Act, 2013 · click to expand
Section 99 — Punishment for default in complying with provisions of sections 96 to 98: 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 such default continues.
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