The Power to grant extension for convening Annual General Meeting (AGM) lies with the Registrar of Companies (ROC). Section 96 of the Companies Act, 2013 requires every Company other One Person Company (OPC) to conduct once a year a meeting, in addition to any other meeting, for its members, called as Annual General Meeting.
The First Annual General Meeting shall be held within nine months from the closing of the first financial year. Subsequent, All Annual General Meeting after first AGM must be held within six months from the closing of the financial year and not more than 15 months shall intervene between two consecutive AGMs.
However, the Company may file an application seeking extension of the date for conveying AGM with the Registrar of Companies (ROC). Applications must be filed well in advance before the due dates.
The Registrar is empowered to extend, upon application by the company, the time within which any Annual General Meeting is to be held. Such power can be extended by a period not exceeding three months.
This power cannot be exercised in case of the first annual general meeting.
Reason for extension:
– Financial Statements not ready for adoption due to natural calamity, loss of essential financial information, etc.
– Non-availability of Directors on valid ground
– Due to non-availability of Auditor – resignation, death, incapacity to sign or such other valid ground
– Merger or amalgamation
– Such other special reason if such reason are valid and justified.
Breach of the Section 96:
If any company contravenes the provision of Section 96 of the Companies Act, 2013, the Company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in the case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues.
Note that if the Company is listed it needs to comply further with the provisions of Securities and Exchange Board of India (SEBI), various other Regulations also as applicable to the company for the time being and non-compliance of them further attract the penalties such regulations.