Procedure for Extension of Date for Convening Annual General Meeting (AGM)

Khushboo Sharma

Khushboo Sharma

Published on: Oct 25, 2023

Darshi Dave

Updated on: Oct 25, 2023

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Introduction:

In terms of the provisions of sub-section (1) of Section 96 of the Companies Act, 2013, every Company other than a One Person Company (OPC) is required to convene in each year hold in addition to any other meetings, a General Meeting as its Annual General Meeting (AGM) and not more than 15 months shall elapse between the date of one Annual General Meeting (AGM) of a Company and that of the next.

However, there may be some instances where a Company fails to conduct its Annual General Meeting (AGM) within the prescribed timelines. Few of them are mentioned below:

1. Change in Financial Year
2. Any unforeseen Natural Calamity
3. Mergers and Acquisitions
4. Delay in finalizing the Financials
5. Non-availability of the shareholders/directors of the Company
6. Non-availability of auditors due to which there is delay in audit reports etc.

In terms of the provisions of the Companies Act, 2013, the company may seek approval from the Registrar of Companies (ROC), seeking extension of time period for holding of Annual General Meeting (AGM). Registrar may, for any special reason, extend the time within which any Annual General Meeting (AGM), other than the first annual general meeting, shall be held, by a period not exceeding 3 months.

Applicable Provisions:

1. Section 96, 173 of Companies Act, 2013
2. Secretarial Standard on Board Meetings (SS-1)
3. Secretarial Standard on General Meetings (SS-2)

Mandatory Requirements:

1. Company shall pass a Board Resolution in a duly convened meeting of its Board of Directors
2. Obtain approval from Registrar of Companies (ROC)
3. Application for approval for extension of date for convening Annual General Meeting (AGM) shall be filed before due-date of such Annual General Meeting (AGM).

Procedure:

1. Convene a Meeting of Board of Directors [As per section 173 & SS-1]:
   The Company shall convene a Meeting of its Board of Directors to pass a Board resolution for the following:
   • to consider and approve the proposal of extension of time limit for holding Annual General Meeting (AGM)
   • to delegate authority to Company Secretary or any one director of the company to sign, certify and file the required form with Registrar of Companies and to do all such acts and deeds as may be necessary to give effect to the proposal.
   Refer to the Procedure for Conducting Board Meeting for a detailed procedure.
2. File Form GNL-1 with the Registrar of Companies (ROC):
   The Company shall prepare an application in e-Form GNL-1, for obtaining approval of the Registrar, seeking extension of time period for holding Annual General Meeting (AGM) specifying the special reasons for not being able to convene the AGM within the prescribed time. Such e-Form GNL-1 shall be accompanied with stipulated fees and the following documents:
   • Copy of the Board Resolution
   • Scheme of arrangement, amalgamation if application is filed in pursuance of such scheme of arrangement or amalgamation
   • Detailed application is required to be attached in all the cases of filing
   • Copy of notice received from ROC or any other competent authority, in case application for ‘compounding of offence’ is filed ‘in pursuance to notice received from RoC or any other competent authority’
   • Period for which extension is required (it should not exceed 3 months)
   • Any other optional attachment(s), as may be needed.
3. Certificate of Extension:
   The Registrar shall on being satisfied with the contents of the application so filed, grant extension to the Company by issuing a certificate of extension of time period for holding of the Annual General Meeting (AGM) for a maximum of 3 months.