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Extension of time for holding Annual General Meeting

Section 96 of the Companies Act, 2013 provides that every company other than a one person company shall in each year hold an Annual General Meeting of its shareholders and not more than fifteen months shall elapse between the date of one annual general meeting of the company and that of the next.
Written by:
Simran Bhullar
Published on
24-Jul-18

Section 96 of the Companies Act, 2013 provides that every company other than a one person company shall in each year hold an Annual General Meeting of its shareholders and not more than fifteen months shall elapse between the date of one annual general meeting of the company and that of the next.

Provided that first annual general meeting of the Company shall be held within nine months of the closing of the financial year and subsequent annual general meetings shall be held within six months of the closing of the financial year.

Provided further that 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, for a period not exceeding three months.

 

Procedure to seek extension of time for holding annual general meeting is as follows:

  • Convene a Board Meeting;

  • Pass a Board resolution for extension of time limit for holding annual general meeting;

  • The application to the Registrar of Companies shall be made in Form No – GNL1. Application must be made before the due date of the annual general meeting;

  • The registrar shall examine the application and may grant an extension.

Once the extension is granted, convene the Annual General Meeting of the Company within the period allowed by the Registrar of Companies. Please note that extension can be granted only once. No further extension shall be granted by the Registrar of Companies under any circumstances.

The Special reasons for the extension could be:

  1. Non-readiness of the financial statements due to natural calamity, due to loss of financial data, non-presence of members due to valid grounds.

  2. Non-availability of directors on the valid grounds

  3. The 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.

  4. 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.

  5. Merger or amalgamation.

  6. Such other special reasons if such reasons are valid and justified.

Company and every officer 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. Also, if Annual General Meeting is not held within the due date mentioned above or held after the due date but without taking the approval of ROC for an extension then the Company will have to go to NCLT/RD for compounding.

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