The Annual General Meeting (AGM) is a mandatory meeting of the shareholders or members of a company, where they discuss the company’s performance, financial statements, dividends, appointments, and other matters. According to the Companies Act, 2013, every company is required to hold an AGM within six months from the end of the financial year, and not more than 15 months shall elapse between two consecutive AGMs.
However, in some cases, a company may face difficulties in holding the AGM within the prescribed time limit due to various reasons, such as mergers and acquisitions, delay in finalizing the financials, natural calamity, non-availability of shareholders or directors, etc. In such situations, the company can seek an extension of time for holding the AGM from the Registrar of Companies (ROC) by filing an application in Form GNL-1, along with a board resolution and a valid reason for the extension. The ROC may grant an extension of up to three months, subject to its satisfaction and discretion.
However, this extension is not applicable for the first AGM of the company, and it can be granted only once in a financial year. If the company fails to hold the AGM within the due date or the extended date, it will be liable for legal action and penalties under the Act.
Therefore, it is advisable for the companies to comply with the provisions of the Act and the rules made thereunder, and to hold the AGM in a timely manner. In this blog post, we will discuss the draft resolution for seeking an extension of time for holding the AGM.
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Draft Board Resolution!
CERTIFIED TRUE COPY OF RESOLUTION PASSED IN THE —————— MEETING OF THE FINANCIAL YEAR ——————- OF THE BOARD OF DIRECTOR OF THE COMPANY ————————– HELD ON ______ DAY OF ———————- AT ———————— AT THE REGISTER OF THE COMPANY AT ____________________________________.
- To apply for the extension of Annual General Meeting for the financial year ____________
The _________________ (AGM) of the members of the Company in respect of the year ended on 31st March, _____________ is required to be held on or before _____________. However, the Company is not in a position to hold on or before ____________________ due to unexpected and extraordinary reasons as mentioned in an application approved in the meeting, therefore, the Company has to file an application with the concerned Registrar of Companies to seek an extension of time of convene the AGM for a period of 3 Months (90days) beyond the___________________.
The Board considered the matters and passed the following resolution –
“RESOLVED THAT pursuant to the provision 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 the Companies, __________________ for extension of time for holding the AGM for the FY ____________ for a period of 3 months i.e. 90 days) form the last date on which the AGM of the Company should have been held.”
“RESOLVED FURTHER THAT any Director of the Company is and is hereby severally authorized on behalf of the Company to sign and file an 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 effects to the aforesaid resolution.”
Certified to be a true copy
For __________________________
_____________
Director Name
Director |DIN: _________
Address: ____________________
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