Annual General Meeting

Notified Date of Section: 01/04/2014

96. (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 situate:

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.

Explanation.—For the purposes of this sub-section, “National Holiday” means and includes a day declared as National Holiday by the Central Government.

Extension of Annual General Meeting (AGM)

Time Limit for AGM to be held

The company may apply for extension of date of AGM and 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, for a period not exceeding three months.

Third Proviso to Section 96

Reason for extension of AGM

Procedure for seeking Extension of Time to hold AGM

Format of Application for seeking Extension of Time to hold AGM

To,

Registrar of Companies,

__________(Region/State)

Subject: Application for the extension of Annual General

Meeting. Sir,

The th Annual General Meeting of the members of the company in respect of the year ended on 31st March, 20XX 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. 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 and by no means the accounts duly audited can be made ready to place before the Annual General Meeting on or before , 20XX (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, 20XX:.

“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 20XX-XX 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”.

“RESOLVED FURTHER THAT any Director of the Company and Company Secretary of the Company be and are hereby SEVERALLY authorized on behalf of the Company to sign and file application with the Registrar of Companies, and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution.”

In view of the unexpected, unusual and extraordinary circumstances, It is humbly submitted to seek an extension of time of months beyond , 20XX for convening the th Annual General Meeting of the company up to , 20XX by which time we hope to finalize the accounts for the year 20XX-XX duly audited and place the same before the Annual General Meeting.

It may be mentioned that the th Annual General Meeting in respect of the accounting year ended on 31st March, 20XX was convened and concluded on ,20XX (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 in respect of the accounting year 20XX-XX by a period of months beyond , 20XX 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 prescribed period.

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

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

S.No.  Name Designation DIN Address

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