Filing for AGM Delay Condonation under Companies Act, 1994

In today’s complex corporate environment, delays in holding Annual General Meetings (AGMs) may occur due to various genuine reasons—ranging from operational disruptions to legal disputes.

However, non-compliance with AGM requirements can attract legal consequences under the Companies Act, 1994 of Bangladesh.

Thankfully, the law provides a remedy. If a company fails to hold its AGM on time, it can seek condonation of the delay by filing an application before the High Court Division of the Supreme Court of Bangladesh, invoking Section 81(2), Section 85(3), and Section 396 of the Act.

This article explains the step-by-step process for filing such an application and the necessary compliance requirements.

Section 81(2) – Annual General Meeting

“Every company shall, in each year of the calendar, hold in addition to any other meetings a general meeting as its annual general meeting, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next.”

Non-compliance attracts penalties for company officers.

Section 85(3) – Power of Court in Case of Default

“If default is made in holding an annual general meeting in accordance with section 81, the Court, on the application of any member of the company, may call, or direct the calling of, a general meeting of the company and give such ancillary or consequential directions as it thinks expedient…”

This provides the legal basis to apply for a delay condonation.

Section 396 – Jurisdiction of the Court

“The High Court Division shall have jurisdiction under this Act and may, subject to the provisions hereof, pass such orders and give such directions as may be necessary to give effect to the provisions of this Act.”

Confirms that the High Court Division has supervisory power in such matters.

• Hold a Board Meeting.

• Pass a resolution authorizing:

• Filing of the application before the High Court.

• Appointment of an Advocate.

• Explanation of reasons for the delay.

• Future date to hold the AGM.

Engage an Advocate of the High Court Division. Collect and prepare the following documents:

Required Documents:

1. Petition & Affidavit (explaining delay and prayer for condonation)

2. Certificate of Incorporation

3. Memorandum & Articles of Association (MOA & AOA)

4. Board Resolution

5. Last AGM notice/minutes (if any)

6. Updated list of shareholders

7. Draft notice of proposed AGM

8. Letter explaining the reason for the delay (e.g., COVID-19, internal disputes)

9. Wokalatnama and authorization letter to any company employee to represent the application

The petition should contain:

•Jurisdiction under Sections 81(2), 85(3), and 396

•Company background

•Cause of delay

•Prayer for relief (i.e., permission to hold AGM within extended time)

Pay applicable stamp duty, affidavit costs, and court processing fees & professional fees of your engaged lawyer.

• File the petition before the Company Bench of the High Court Division.

• Upon scrutiny, the case is assigned a number and listed for hearing.

• On the hearing date, the Court may:

• Ask for clarification on the delay.

• Admit or interim order.

• Direct publication of a notice in newspapers

If ordered by the Court, publish a notice in both an English and Bengali daily (e.g., Daily Star, Prothom Alo) using a format like:

“Notice is hereby given that an application has been filed before the Hon’ble High Court Division under Sections 81(2), 85(3), and 396 of the Companies Act, 1994 for condonation of delay in holding the Annual General Meeting of [Company Name]. Any person having interest may appear before the Court on [date] and file objections, if any.”

Submit an affidavit in compliance of publication at the next hearing.

• If satisfied, the Court may:

• Condon the delay.

• Allow the AGM to be held within a specific period (typically 30–60 days).

• Obtain a certified copy of the Court’s order.

• Issue notice and conduct the AGM.

• Maintain proper minutes.

• File Form X with RJSC (if applicable).

Delays in holding AGMs can occur, but it’s crucial to address them legally and transparently. Filing an application before the High Court under the Companies Act, 1994 provides a structured path for regularizing such delays and avoiding penalties. Companies must act diligently, with proper documentation and legal guidance, to ensure continued compliance and stakeholder trust.