EXTENSION OF ANNUAL GENERAL MEETING
(SECTION 96 OF THE COMPANIES ACT, 2013)
Every company other than a One Person Company shall in each year hold an Annual General Meeting of the members of the Company in addition to any other meetings.
The first Annual General Meeting shall be held within a period of 9 months from the date of closing of the first financial year of the company and then after every subsequent AGM shall be held within a period of 6 months from the date of closing of the financial year.
The gap between the two AGM shall not be more than 15 months.
Please note that it is not necessary to hold AGM in the year of Incorporation of the Company. Means if company is incorporated on or after 1st January then AGM can be conducted next year.
TIME AND PLACE FOR HOLDING AGM
Every Annual General Meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday and 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 situate.
In case of Government Company, the AGM shall be held either at the registered office of the company or such other place as the Central Government may approve in this behalf.
Please Note that “National Holiday” includes 26th January, 15th August, 2nd October or any other day as may be declared as national holiday (As per SS-2).
POWER OF TRIBUNAL TO CALL AGM
As per section 97 of the Companies Act, 2013, if any default is made in holding the Annual General Meeting of a company, the Tribunal may, notwithstanding anything contained in the Act or the articles of the company, on the application of any member of the company, call, or direct the calling of, an annual general meeting of the company and give such ancillary or consequential directions as the Tribunal thinks expedient and such directions may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting.
As per rule 74 of the NCLT Rules, 2016, the Application shall be filed in Form NCLT-1 with the following attachments:
- Affidavit verifying the petition
- Demand Draft verifying the payment of requisite fees
- Any other documents, if required.
A copy of this application shall be served to ROC as well on or before the date of hearing.
APPLICATION FOR EXTENSION OF AGM
If the Company does not hold the Annual General Meeting within the time, on the application made by the company before the due date, the Registrar may, for any special reason, extend the time within which any Annual General Meeting shall be held by a period not exceeding 3 months.
Please note that First Annual General Meeting can’t be extended.
The application for extension of AGM shall be filed in e-form GNL-1 along with the fees with the following attachments:
- Board Resolution
- Application with reason for extension and period for extension
REASON FOR EXTENSION
The Special reasons for the extension could be:
- Non-readiness of the financial statements due to natural calamity, due to loss of financial data, non presence of members due to valid grounds.
- Non availability of directors on the valid grounds
- Sudden death of Directors and consequence of this the limit of directors goes below the minimum requirements of directors i.e. 2 in case of Private limited and 3 in case of Public Limited.
- Due to non-signing of financial statements due to non availability of Auditors due to resignation, death, incapacity to sign or such other valid reason.
- Merger or amalgamation.
- Such other special reasons if such reasons are valid and justified.
Some reason for which extension can’t be granted:
- Non readiness of financial statements due to non completion of audit
- Non availability of the chairman for the Board meeting in which the accounts shall be approved and notice of General meeting shall be sent.
Company and every officers of the Company who is in default shall be punishable with 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.
Please note that if Annual General Meeting is not held within the due date mentioned above or held after due date but without taking approval of ROC for extension then the Company will have to go to NCLT/RD for compounding.
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