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Kerala High Court Dismisses Plea Against CIAL's Decision To Conduct Online AGM, Says Centre Can Exempt Physical Meeting U/S 96 Companies Act
K. Salma Jennath
5 Oct 2025 3:35 PM IST
The Kerala High Court recently dismissed a plea challenging the decision of the Cochin International Airport Ltd. (CIAL) to conduct its Annual General Body Meeting (AGM) through online modes.Rejecting the petitioner's contention that the AGM has to be held either at the registered office of the Company or some other place within the city, town or village, Justice N. Nagaresh dismissed the...
The Kerala High Court recently dismissed a plea challenging the decision of the Cochin International Airport Ltd. (CIAL) to conduct its Annual General Body Meeting (AGM) through online modes.
Rejecting the petitioner's contention that the AGM has to be held either at the registered office of the Company or some other place within the city, town or village, Justice N. Nagaresh dismissed the writ petition.
According to the petitioner, who was a shareholder of CIAL, such a virtual conduct of AGM was against the provisions of the Companies Act, 2013. The petitioner had also prayed to quash the General Circular dated 05.05.2022 issued by the Central Government permitting the Companies to hold the Annual General Body Meeting online for the same reason.
The Court looked into Section 96 of the Companies Act, 2013 and observed:
"Though sub-section (2) of Section 96 provides that every Annual General Meeting shall be held either at the registered office of the Company or at some other place within the city, town or village in which the registered office of the Company is situated, the second proviso to sub-section (2) of Section 96 provides further that the Central Government may exempt any Company from the provisions of this sub-section subject to such conditions as it may impose...As the proviso to Section 96(2) enables the Government to exempt incorporated Companies from the stringent provision of Section 96(2) and since the Government has issued Circulars which amount to grant of exemptions under the proviso, I am not inclined to interfere in the proceedings of the CIAL."
Thus, it dismissed the writ petition.
Case No: W.P.(C) No. 35225 of 2025
Case Title: TGN Kumar v. The Secretary, Ministry of Corporate Affairs
Citation: 2025 LiveLaw (Ker) 621
Counsel for the petitioner: K.P. Prasanth, V.R. Manoranjan (Muvattupuzha)
Counsel for the respondents: Gowri Menon - CGC, S. Sujin, Sreekumar (Sr.)