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Time gap between two AGMS - can it exceed 15 months? CS Executive

Annual general meeting is one of the important annual event in the life of a company. This also is an annual requirement as per law. Section 96 of the Companies Act 2013 says that every company other than One Person Company Shall in each year, hold a General meeting as its annual general meeting or AGM.

The provision of the companies act says that a company can hold its first annual general meeting within nine months from the date of closing of is first financial year and thereafter within six months from the financial year closing. But law also says that the interval between two successive meeting shall not be more than 15 months.

So the provision of Section 96 of the Companies act 2013 can be summarized as follows. An annual general meeting o the company shall be held at the earliest of fifteen months from the date of the last AGM or within six months from the closure of the financial year. So the provisions are very clear that the date of the annual general meeting should be at the earliest of 15 months from the last annual general meeting or 6 months from the closure of the financial year.

The power to extend the time for general meetings other than first general meeting  has been given to Registrar of companies, The ROC may extend the time of holding the AGM other than first AGM , but only on special situations but that for max three months.

Due to COVID 19 and related developments many interested persons have made number of representations to Ministry of Corporate Affairs. After hearing and understanding the concern of the corporate fraternity, the MCA have taken an unprecedented decision to relax the deadline by 9 months. So for companies whose financial years was ended on 31st December 2019 have given 9 months, that means, they can conduct the AGM by 30th of September. This circular was issued on 21st April 2020.

The same difficulties are faced by companies whose financial year was ending on 31st March also. On 10thSept 2020 different Registrar of Companies have given extension of three months to such companies, so they can comply the time limit for AGM by 31st December 2020. There are situations where individual companies were applied for relaxations in Form GNL 1, which is pending or rejected also covered here.

So a valid question raises at this time, can the gap between two AGMs be more than 15 months? Even the Secretarial Standard issued by the Institute of Company Secretaries of India, (SS 2) says the gap between two AGMs cannot be more than 15 months. Any extension beyond that to be done by Registrar of Companies on special occasions, that also maximum three months.

One important point to be noted here is that, while sending notice of such extended meeting sent, the fact of extension permission received also should be mentioned in it.

So we can conclude that over all time gap between two AGMs cannot be more than 18 months at any case. And the word months also should be understood in such a way that , it is not the name of month is considered, days are considered. For example if a meeting is conducted on 25th of any month, the 15 or 18 months will be calculated from that date.

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