Procedure to apply for extension of the time period for holding the Annual General Meeting of a Company (With relevant formats)

As per the provisions of Section 96 of the Companies Act, 2013, every Company, except a One Person Company, needs to hold its Annual General Meeting ("AGM") for a financial year within a period of 6 months from the date of closing of the financial year subject to a maximum gap of 15 months between two consecutive AGMs. 

Note: It may be noted that the First Annual General Meeting can be held within a period of 9 months from the date of closing of the financial year.

However, circumstances may arise that necessitates a Company to delay holding its Annual General Meeting for a specific financial year. Taking this into consideration, proviso to Section 96 states that "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."

Thus, adequate provisions are in place so as to facilitate companies to apply for an extension of the time period for holding their Annual General Meetings in exceptional circumstances.

Given below is the procedure to apply for an extension of the time period for holding the AGM of the Company: 

1) Call a Board Meeting by giving a notice of not less than 7 days;

Note: 

a) The meeting may be called at a shorter notice subject to compliance with the provisions of Section 173 of the Companies Act, 2013.

b) If no Board Meeting is scheduled in the near future, a circular resolution as per the provisions of Section 175 may be passed.

2) Prepare a detailed application stating the reasons due to which the extension has been applied;

3) Hold the Board Meeting to approve the resolution for the aforesaid purpose.

4) File Form GNL-1 with the Registrar of Companies.

Attachments: 

a) Detailed Application as mentioned in Point No. 2;

b) Certified True Copy ("CTC") of the resolution approved for the purpose of making an application to the Registrar of Companies ("RoC") seeking extension of the time period for holding the AGM;

c) List of Shareholders of the Company as on the date of closing of accounts.

5) If the application filed by the Company is found to be in order, the RoC will issue a Certificate of Extension to the Company. 

Note: The Company needs to attach the aforesaid certificate issued by the RoC while filing the Forms AOC-4 and MGT-7 for the said financial year.

It may please be noted that the RoC has the sole discretion to decide whether or not to grant the extension based on the circumstances of each case.

Relevant formats

1) Format of board resolution:

“RESOLVED THAT the consent of the Board be and is hereby accorded for making an application under section 96(1) of the Companies Act, 2013, to the Registrar of Companies (“RoC”), (State where the registered office of the Company is situated), seeking their approval for an extension of the time period for holding the Annual General Meeting (“AGM”) for the financial year ended March 31, 20XX, by a period of 3 (Three) months.

RESOLVED FURTHER THAT Mr. ___________, Director of the Company, be and is hereby severally authorized to execute all necessary documents/applications as may be required to be executed and to undertake all such actions as may be required to be undertaken for giving effect to the aforesaid resolution.”

2) Format of Application

Date:

To,

The Registrar of Companies, (Name of the State where the registered office of the Company is situated),

(Address of the Registrar of Companies)

 

Subject: Application under section 96(1) of the Companies Act, 2013, seeking extension of time period for holding the Annual General Meeting (“AGM”) of (Name of the Company) (“the Company”) having CIN (CIN of the Company) by a period of 3 (Three) months.

Respected Sir/Ma’am,

This is to apply for an extension of the time period for holding the Annual General Meeting (“AGM”) of the Company by a period of 3 (Three) Months for the financial year ended March 31, 20XX, pursuant to the provisions contained under Section 96(1) of the Companies Act, 2013 and rules made thereunder. In this regard the Company submits as under:-

Brief facts about the Company:-

1) That the Company is a Private Company incorporated on (Please mention the date of incorporation), under the provisions of Companies Act, 2013/1956, in the name and style of (Name of the Company), having its CIN as (Mention the CIN of the Company).

2)  That the Company has decided to file an application u/s 96(1) of the Companies Act, 2013 vide board resolution/circular resolution number _____________  dated (Please mention the date of board resolution/circular resolution) for seeking extension of the time period for holding the Annual General Meeting of the Company for the financial year ended March 31, 20XX by a period of 3 (Three) Months.

3)   That the present financial year of the Company is from April 01, 20XX to March 31, 20XX and the present application is being filed for the financial year ended March 31, 20XX.

4)  That the last Annual General Meeting of the Company was held on (Please mention the date of the last AGM). Accordingly, the present Annual General Meeting of the Company is due to be held on September 30, 20XX.

 

Justification for application u/s 96(1) of the Companies Act, 2013:-

(Please mention the detailed reasons for applying for extension)

In view of the above circumstances, we request you to kindly grant the Company an extension of 3 (Three) Months i.e. until December 31, 20XX, for holding the Annual General Meeting for the financial year ended March 31, 20XX.

We hope that you find the above application in order. Your necessary approval and permission is sought in this regard.

For any clarification, feel free to contact us. We shall be pleased to clarify any queries that you might have relating to the above application.

 

Thanking You,

Yours faithfully,

 

For and on behalf of,

(Name of the Company)

Author – CS Kartik Arora is a member of The Institute of Company Secretaries of India and can be contacted at cskartikarora@gmail.com.

Kind Attention: The information provided herein is for educational purposes only and the author assumes no responsibility or liability for any errors or omissions in the content.