AGM Due Date for New Company Under Companies Act 2013

As directed by the Companies Act 2013, the Annual General Meeting (AGM) for any budding new company is required to be held within 9 months from the closing of the first Financial Year in case it is the first AGM.

Generally, for other companies, AGM needs to be conducted within a period of 6 months starting from the expiry of the Financial Year. So clearly, the convenience is acquired only by the companies for their first AGM.

There is a possibility for a company to apply for an extension in case if it fails to conduct the AGM within the due date provided that it has to write to the Registrar of Companies regarding the same.

Latest Update for AGM by MCA Department

• The MCA general circular no 09/2023 for the clarification on holding the AGM via a video conference and OAVM. Read Circular

• “The MCA department circular for the AGM meeting via a video conference and other audio-visual means on or before 31st December 2022.” Read Circular

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The Ministry of Corporate Affairs has issued clarifications based on the annual general meeting extension for the financial year which is bound to end on 31.03.2020 as per the companies act 2013. The ministry has said that the companies unable to conduct the annual general meeting in a normal sense can make it happen via any audiovisual means or video conferencing. There are also multiple relaxations ahead for all the companies in the concern of the annual general meeting and for the stakeholders. | Read Circular

Read Also: Due Dates of Filing ROC Annual Return Forms

Please Note: No extension is granted for companies conducting their AGM due date for the first time for the new company. Extension granted can be maximum for a period of 3 months.

AGM is an annual requirement directed by law for all the (ROC) registered companies in India. The time limit calculated by legal authorities is from the end of each Financial Year.

What is FY in Case of a Newly Incorporated Company Under the Companies Act 2013?

As recorded in section 2(41) of the Companies Act 2013, Financial Year is the term ending on 31 March. If a company is commencing after 1 Day of January then the financial year for that company will end on March 31 of the next year. 6 months or 9 months’ time limit for conducting AGM is calculated from the end of March Month. Below is an example depicting the same:

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If the company is willing to close the FY in March 2020 then the time limit for AGM will be on or before 31 December 2020 and if the company opts for closing FY in March 2021 then the due date to conduct AGM is 31 December 2021.

The Purpose Behind the Extension of AGM

There are numerous motives due to which it seems unworkable for the organizations to keep the AGM by the expected time span also, one of the situations is covid-19. In the last 12 years of work, the organization met with multiple hassles in the following situations –

Here is the various aim behind the extension of AGM has been furnished here –

• Because of the non-signing of financial statements and the reason for the non-availability of Auditors. Nonavailability gets occurs due to resignation, death, incapacity to sign, or before-mentioned additional compelling reason.
• Non-readiness of the economic records because of natural calamity, because of loss of commercial data, vacancy of Directors
• The managing directors’ non-availability would lead to the financial statements signatures by themselves within the director of the company itself.
• Not available to directors upon a genuine basis.
• The instant demise of Directors and account of the limit of directors bend down the least needed of directors.
• Seize of Books in accounts by the Income Tax Department, Severe and Fraud Investigation Cell, or other Government officials.

And so other motives if that will be logical and justified.

Steps to File Application Investigating Extension Of Time for Keeping AGM

• The chairperson / Director of the organization would call for a meeting of the board of directors for which notice must have been sent prior 7 days before conducting the Meeting of the Board.
• To Summon a Board Meeting on a certain date;
• To Pass a recommendation for an extension of the time limit for keeping the annual general meeting defining the unsettled reason for an extension of the AGM;
• A file is a form to the Registrar of the organization in Form No – GNL1.
• In GNL-1, the specific cause for not keeping AGM within other important data to be provided
• To add the Certified exact copy of the Board Resolution in E Form GNL-1
• Go through with the office of the Registrar of Company
• The registrar would check the application on the precise grounds and may grant an extension if he thinks it’s important to grant the same.
• To achieve the certificate of the privilege of extension in the holding of Annual General Meeting of the company

The Application Should be Filed Properly Prior to the Last Due Date

An organization must file an application for an extension of the time span for the keeping of the Annual General Meeting. Although, it is important that the date of filing of an application should be in advance. So, the dates vary from case to case.

Fines in Terms of Default by the Company / Directors

Organization and each officer of the firm who is in default would be fined as punishment which might be up to 1 lakh also after repeating the same ahead shall charge up to Rs. 5000/- for each day as if the same mistake is repeated.

AGM is Not Sustained Or Held After the Last Date Without Favour From ROC

In case the Annual General Meeting does not happen until the last date as specified above or happened later than the last date but asking for approval of ROC for an extension then the organization will have to RD for compounding.