EXTENSION OF ANNUAL GENERAL MEETING
(SECTION
96 OF THE COMPANIES ACT, 2013)
INTRODUCTION
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.
TIME PERIOD
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:
1.
Affidavit verifying the petition
2.
Demand Draft verifying the payment
of requisite fees
3.
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:
1.
Board
Resolution
2.
Application
with reason for extension and period for extension
REASON FOR EXTENSION
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.
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.
Some
reason for which extension can’t be granted:
1.
Non readiness of financial
statements due to non completion of audit
2.
Non availability of the chairman for
the Board meeting in which the accounts shall be approved and notice of General
meeting shall be sent.
PENALTY
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.
Contact Details:
VISHAL SHARMA
Company Secretary
Mob: 9716763754
Email: csvishalpbs@gmail.com
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Disclaimer: The Content is prepared on the basis of our general understanding and on the basis of relevant provision of Companies Act, 2013 read with rules made there under. The whole content is only for the knowledge sharing purpose, we do not take any responsibility for the correctness of the same.
Disclaimer: The Content is prepared on the basis of our general understanding and on the basis of relevant provision of Companies Act, 2013 read with rules made there under. The whole content is only for the knowledge sharing purpose, we do not take any responsibility for the correctness of the same.
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