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Extention of Annual General Meeting Documents and Process

The Annual General Meeting (AGM) is a formal annual interaction between Shareholders and the Management of the Company. At the AGM, the Directors of the Company present an annual report containing information for shareholders about the company’s performance and strategy. In pursuant to the third proviso of Section 96(1) of the Companies Act, 2013, every Company other than a One Person Company (OPC) shall in each year hold in addition to any other meetings (Board Meeting), a general meeting as it’s Annual General Meeting (AGM) within a period of six (6) months, from the date of closing of the financial year.

For this year it will be 30/09/2021 (Due Date). If a company fails to hold an AGM within the due date (30/09/2021) then such Company is liable for penalties under Section 99 of the Companies Act, 2013 i.e. Complying with any directions of the Tribunal, the company and every officer of the company who is in default shall be punishable with a fine which may extend to one lakh rupees and in the case of continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues. The Registrar may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period not exceeding three months.

Valid Grounds For Annual General Meeting Extention (AGM)

The Special Reasons For The Extension Could Be:- 

  • 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 the non-availability of a Managing Director.
  • Non-availability of Director.
  • The sudden death of Directors, and due to this limit of directors goes below the minimum requirements of directors.
  • Lockdown due to Covid-19.
  • Such other valid and justified reasons

Documents Required

  • List of Directors
  • List of Shareholders
  • Last Year Turnover
  • Board Resolution
  • Request Application with a valid reason

Extension of Annual General Meeting (AGM) Process

As per Section 96(1), if a company wants to get an extension for the holding of AGM after the due date, such a Company has to follow the below-mentioned process:

  • The 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 an extension of the time limit for the AGM specifying the reason for the extension of the 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 the necessary information to be provided.
  • To attach the copy of the Board resolution in E form GNL-1.
  • Follow up with the office of the registrar of the company.
  • The registrar shall examine the application and may grant an extension if satisfied.
  • To obtain the certificate of the grant of extension in holding the AGM of a company.

Frequently Asked Questions (FAQ)

Q1 — What is the due or last date of the AGM?

A1 — September 30, 2021, is the due date or last date for conducting AGM.

Q2 — What is the maximum time of an AGM extension?

A2 — The maximum time for an AGM extension is 3 months.

Q3 Can we apply for an AGM extension application again if ROC provided an extension only for a few days or less than 3 months?

A3 — Yes, we can apply again for an AGM extension if the ROC provides an extension and we require further time to conduct a valid AGM. For this purpose, reason must be strong and valid.

Q4- What is the last date for filing an AGM extension?

A4 — The last date for filing an AGM extension is before September 30, 2021.