Extension of date of AGM during Coronavirus Pandemic | Provisions, Steps & Format

It is better to be vigilant than to be negligent.

Statutory Background:

Section 96 of the Companies Act, 2013 (Annual General Meeting)

(1) Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next:

Provided that in case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year :

Provided further that if a company holds its first annual general meeting as aforesaid, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation:

Provided also 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.

(2) 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 situated:

Provided that annual general meeting of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance:

Provided further that the Central Government may exempt any company from the provisions of this sub-section subject to such conditions as it may impose.

Procedure:

1. Call a Board Meeting and present an agenda for seeking the Board’s approval for making an application to ROC for the purpose of the extension.

2. Keep in mind to specify in the agenda the reason for seeking extension i.e. Corona Virus and its following consequences.

3. Fetch Form GNL-1 from MCA.

4. Fill in the Form GNL-1 and mention the grounds for seeking an extension of the date of AGM and attach a certified true copy of the board resolution.

5. File the Form GNL-1 after duly checking it.

6. If needed, follow up with the ROC office.

7. The ROC after examining the application will grant an extension for a reasonable period, not exceeding 3 months (i.e. up to 31/12/2020).

Format of Application:

To,
The Registrar of Companies,
(Region/State)
Subject: Application for the extension of the last date of the Annual General Meeting.

Sir,

The Annual General Meeting of the members of the company in respect of the year ended on 31st March 2020 is required to be held on or before 30th September 2020. The company is not in a position to hold its Annual General Meeting within the stipulated time period. The main reason for this is that due to the Covid-19 outbreak following the consequential lockdown and shutting down of offices, the Company, despite all efforts made in this direction (Mention the issues/ hurdles).

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 and by no means the accounts duly audited can be made ready to place before the Annual General Meeting on or before, 30th September, 2020 (due date of AGM). Due to this unavoidable position, the Board of Directors of the company passed the following resolution in its meeting held on, 2020:

"RESOLVED THAT pursuant to the provisions of Section 96 and other applicable provisions, if any, of the Companies Act 2013, the company do hereby make an application with the Registrar of Companies, for extension of time for holding the Annual General Meeting for the FY 2019-2020 for a period of months (maximum 3 months) from the last date on which the Annual General Meeting of the Company should have been held".

In view of the unexpected, unusual and extraordinary circumstances due to Covid-19 outbreak, it is humbly submitted to seek an extension of time of _months beyond,

30th September 2020 for convening the Annual General Meeting of the company and we hope to finalize the duly audited accounts for the year 2019-2020 as soon as possible and place the same before the Annual General Meeting.

It may be mentioned that the Annual General Meeting in respect of the accounting year ended on 31st March, 2019 was convened and concluded on, 2019 (Details of previous year AGM).

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 by a period of months beyond, 30th September 2020 and oblige. However, we assure you that in future all care shall be taken to finalize the annual accounts and convene the Annual General Meeting within the prescribed period.

(Signature of Authorized Signatory)

Designation:
DIN/ Membership No.:

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