Procedure for seeking extension of date for holding AGM of company

Provisions for holding an annual general meeting of a company:

As per section 96 of Companies Act, 2013, every company other than one Person Company is required to hold annual general meetings to transact the items of ordinary or special business.

Annual general meetings shall be held once in each calendar year, however, as per Companies Amendment Act, 2017 “calendar year” has been substituted with “financial year”.

In case of first AGM:

First AGM shall be held within 9 months from the closing of the first financial year. Therefore, it shall not be necessary for a company to hold AGM in its first year of incorporation.

In case of subsequent AGM:

Subsequent AGM shall be held within 6 months from the closing of the relevant financial year.

The gap between two AGM shall not exceed 15 months. The time limits are separate and cumulative. Non- compliance of any of them would constitute an offence.

What is Proviso 3 of section 96:

This proviso states that if the companies feel that it is not possible to hold AGM within the 6 months from the close of financial year then the company may apply for extension of date of AGM and the Registrar may, for any special reason, extend the time within which any AGM, other than the first AGM, shall be held, for a period not exceeding three months.

Reasons for extension of holding AGM:

• Non- signing of financial statements due to non- availability of Auditors due to resignation, death, incapacity to sign or such other reason.
• Non- readiness of financial statements due to any other valid reason.
• Non- signing of financial statements by the Managing Director due to non- availability of a Managing Director.
• Non- availability of Director.
• Sudden death of Directors, and due to this limit of directors goes below the minimum requirements of directors.
• Such other valid and justified reasons.

Procedure to file application for extension of time for holding AGM:

• Chairman/ director of a company shall hold a meeting of the Board of Directors for which notice must be sent at least 7 days before the meeting.
• To convene a board meeting on a specified date.
• Pass a resolution for extension of time limit for AGM specifying the reason for extension of AGM.
• To file an application to the Registrar of companies in Form No- GNL1.
• In GNL-1, the reason for not holding AGM along with necessary information to be provided.
• To attach the copy of Board resolution in E form GNL-1.
• Follow up with the office of registrar of the company.
• The registrar shall examine the application and may grant an extension, if satisfied.
• To obtain the certificate of grant of extension in holding AGM of a company.

Penalty in case of default by the company/directors

Company and every officer of the company who is in default shall be punishable with the fine which may extend to Rs 1 lakh and in case of continuing default with a further fine which may extend to Rs 5000 for every day during which such default continues.