AGM Extension 2021 – Key Provisions & Draft Application

The concept of Annual General Meeting (AGM) has been defined under Section 96 of the Companies Act, 2013. It can be considered as an annual gathering of Directors and Shareholders / members of the Company to discuss the future of the Company and also company’s overall performance is analyzed.

•  Provisions of Section 96 of Companies Act, 2013 – AGM Related

•  Grace Period (Extension):

Registrar may, for any special reason, extend the time by a period not exceeding 3 months (additional) – {other than First AGM of the Company.}

Not more than 15 months shall elapse between the date of one annual general meeting of a company and that the next.

•  How to apply for AGM EXTENSION for the FY ended 31.03.2021

1. Call a Board Meeting to discuss reason for non-possibility of holding of AGM within due date and pass a Board resolution for filing of application with ROC for extension of AGM and authorization of any director to sign such application.

2. Company shall prepare an application with relevant reasons.

•  Some reasons for extension of AGM:
  a) Mergers & acquisitions
  b) Delay in finalizing the Financials
  c) Delay in audit reports due to non-availability of auditors because of resignation, death, incapacity to sign or such other valid reason
  d) Loss of data in computer due to virus/system problem
  e) Natural Calamity
  f) Change in financial year
  g) Non availability of shareholders which may result in absence of quorum
  h) Non-availability of directors on the valid grounds. For instance, sudden death of Directors and consequence of this the limit of directors goes below the minimum requirements of directors.

i) Confiscation of Books of accounts by Income Tax Department, Serious and Fraud Investigation Cell or any other Government officials.

3. Return Filing: The Company shall file e-form GNL-1 for filing of application with Registrar of Company.

4. Application must be made before the required due date of the annual general meeting (on or before 29th September, 2020, if AGM due date is 30.09.2020).

5. Post review and examination the application and may grant an extension.

6. Once the extension is being granted, the company may convene the Annual General Meeting of the Company within the period as allowed by the Registrar of Companies. Extension can be granted only once in a Financial Year as the Act does not allow Registrar of Companies to give further extension.

• Compounding of Offence for not holding AGM

If the Annual General Meeting is not held within the due date as mentioned without applying for extension of AGM with the Registrar of Companies then the company will have to apply for compounding of offence with the National Company Law Tribunal (NCLT).

Section 441 of the Companies Act, 2013 pertains to the compounding of offences. The offences which are punishable with fines and penalties can only be compounded either by Regional Director (RD) or by the National Company Law Tribunal (NCLT).

•  Draft Format of Application to ROC for seeking AGM Extension

To,
Registrar of Companies,
__________
Subject: Application for seeking extension of time for holding Annual General meeting for the period ending …………………. (Generally 30.09.2020)

Sir,

Brief overview of the Company.
Status, Incorporation details, ROC details and Capital Structure of the Company.

AGM PROVISIONS
The Annual General Meeting of the members of the company in respect of the year ended on 31st March, 20…… is required to be held on or before , ………………..20XX.

The company is not in a position to hold its Annual General Meeting within the stipulated time period as per Section 96 read with Section 129 of the Companies Act, 2013. The main reason for this is that despite all efforts made in this direction, ______________________________________________________________________ ____________________________________________________

The company is making its best efforts to ______________ (resolve the reason for not conducting the AGM) at the earliest. This is going to take some more time this year.

The application is made bona-fide and in the interest of the justice and no one will be prejudiced if the special permission is granted under section 96 (1) of the Companies Act, 2013.

In view of the unexpected, unusual and extraordinary circumstances, It is humbly submitted to seek an extension of time of months beyond ,………….. …. for convening the ……th Annual General Meeting of the company up to ,………………. by which time we hope to finalize the accounts for the year ………………..duly audited and place the same before the Annual General Meeting.

A list of the Board of Directors is also enclosed for ready reference. The Registrar of Companies is humbly requested to kindly consider the aforesaid request and accord approval extending the period of Annual General Meeting in respect of the financial year ………….. by a period of ………….months beyond.

In case any further details or clarification is required, we would be pleased to attend the same immediately on hearing from you.

Certified True Copy
For ………………… Limited

(Signature of Authorized Signatory)
Designation:
DIN/ Membership No.:

LIST OF THE BOARD OF DIRECTORS OF THE COMPANY
(AS ON (Date of application))

In case of any query / clarification, please connect at [email protected]

Disclaimer: Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition. In no event the author shall be liable for any direct, indirect, special or incidental damage resulting from or arising out of or in connection with the use of this information.