Holding an Annual General Meeting (AGM) is one of the most important statutory compliances under the Companies Act, 2013. It provides shareholders with an opportunity to review the company’s performance, approve financial statements, declare dividends, and appoint directors and auditors.
However, there may be circumstances where companies find it difficult to convene the AGM within the prescribed timeline. In such cases, an extension of AGM may be sought from the Registrar of Companies (RoC) under Section 96 of the Companies Act, 2013.
This article outlines the practical aspects of seeking an AGM extension, covering provisions, scenarios, procedure, limitations, and guidance for companies.
Legal Provision – Section 96, Companies Act, 2013
Applicability: Every company (other than an OPC) must hold an AGM each year, ensuring that the gap between two AGMs does not exceed 15 months.
First AGM:
To be held within 9 months from the end of the first financial year.
If conducted within this period, no AGM is required in the year of incorporation.
No extension is allowed for the first AGM.
Subsequent AGMs:
To be held within 6 months from the financial year-end, subject to the 15-month cap.
RoC may grant an extension of up to 3 months, but only for subsequent AGMs.
Scenarios for Extension
(a) First AGM
No extension is permitted. Companies must strictly comply with the 9-month requirement.
(b) Subsequent AGMs
An extension may be sought only if special reasons exist.
Scenario 1: If the previous AGM was held on 1 July 2024, the next AGM must be held on or before 30 September 2025 (15-month cap). Even if an application is made, no extension beyond September 2025 is possible since the 15-month rule is absolute.
Scenario 2: If the previous AGM was held on 30 September 2024, the next AGM is due by 30 September 2025 (6 months from FY-end). However, since the 15-month cap extends till 31 December 2025, the company may seek an extension of up to 3 months, i.e., till 31 December 2025.
Note: These are only illustrative cases. There may be various other scenarios depending on the dates of previous AGMs and financial year closings. We have kept the discussion limited for simplicity.
Procedure for Extension
Board Meeting
Place the matter before the Board.
Pass a resolution approving the application for extension.
Application in Form GNL-1
File Form GNL-1 with the RoC before the AGM due date.
Attachments: Board Resolution, detailed application letter with reasons, and supporting documents (if any).
The form must be digitally signed by an authorised director and a certifying professional (CA/CS/CMA).
Important Points to Note
Special Reasons Required: Extension is granted only for delays beyond the company’s control.
Extension Period: Maximum 3 months.
Not Automatic: RoC has discretion to approve or reject the application.
15-Month Cap: The gap between two AGMs cannot exceed 15 months, even with extension.
Timely Application: File well before the AGM due date.
Practical Guidance for Companies
Plan AGM dates by considering both statutory timelines and audit readiness.
Apply for extension in advance if genuine challenges are anticipated.
Demonstrate in the application that the delay is not due to negligence or inaction.
Maintain transparent communication with shareholders in case of delay.
Conclusion
An AGM extension is a statutory relaxation, not a routine practice. While the law allows a maximum 3-month extension for subsequent AGMs, companies must establish genuine reasons for seeking such relief.
From a governance perspective, companies should strive to hold AGMs on time and use the extension route only in exceptional cases. With proper planning, timely audits, and professional coordination, the need for extension can often be avoided.