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NCLT allows RP's application; directs ROC to process AGM extension request for FY 2025-26

NCLT Mumbai Bench, by order dated 16 October 2026, allowed the Resolution Professional's application directing ROC Mumbai-II to process the company's physical application for extension of time to hold its AGM for FY 2025-26.

By ScoutQuest · Sat 24 Oct 2026, 1:13 AM IST · 4 min read

Order Date: order dated 16 October 2026
Extension Sought: three months, up to 31.12.2026, against the 30.09.2026 deadline
Financial Impact: presently not quantifiable

NCLT order in brief

The Hon'ble National Company Law Tribunal, Mumbai Bench, passed an order dated 16 October 2026 allowing an application shared by the Resolution Professional (RP) of the company. The application asked the Tribunal to direct the Registrar of Companies, Mumbai-II (ROC), to act on the company's request for more time to hold its Annual General Meeting (AGM) for the financial year ended 31 March 2026.

Why extra time was needed

Under Section 96(1) of the Companies Act, 2013, the company was required to convene its AGM for FY 2025-26 on or before 30.09.2026.
The company sought an extension of three months, i.e., up to 31.12.2026, under the third proviso to Section 96(1). This requires update Form GNL-1 on the MCA V3 portal.
The portal did not permit the update because the company's master data reflects its status as 'Under CIRP' and not 'Active', and its CIN is rejected as 'invalid'. The same impediment affects Forms DPT-3, MSME-1 and IEPF-5.
A physical application dated 01.09.2026 was submitted to the ROC, followed by emails. The ROC position recorded was that the extension could be granted only upon update Form GNL-1, which is the very form the portal did not permit the company to file.

What the Tribunal directed

The ROC shall process the company's physical application seeking extension of time for convening and holding the AGM for the financial year ended 31 March 2026, so as to enable the company to obtain the requisite extension.
If processing the physical application is not permissible, the application shall be uploaded through the backend of the MCA system and processed accordingly.
These directions also apply to the update of other statutory forms, namely DPT-3, MSME-1 and IEPF-5, that cannot be uploaded due to the change in the company's status arising from the CIRP.
No coercive or penal action under Section 99 of the Companies Act, 2013 or related provisions concerning non-update of financial statements or annual returns shall be taken against the company or the RP for the delay attributable to the portal impediment during the pendency of the proceedings.
The Ministry of Corporate Affairs has been requested to examine the practical difficulties faced by Resolution Professionals in convening AGMs and seeking extensions for companies undergoing CIRP where the electronic portal does not permit the requisite updates.

Why it matters for shareholders

A failure to convene the AGM exposes the company and the RP to penal consequences under Section 99, being a fine which may extend to one lakh rupees and, for a continuing default, a further fine which may extend to five thousand rupees for every day during which the default continues, and also triggers consequential defaults under Sections 92 and 137 of the Companies Act.
The order opens a route for the extension request to be processed and shields the company and the RP from penal action for the portal-linked delay while the proceedings are pending.

What remains open

The extension of time for convening and holding the AGM remains subject to processing of the application by the ROC in accordance with the order.
The company has stated that the financial impact, if any, is presently not quantifiable.
The company has stated that no specific violation or contravention has been determined against it in the order, and that the proceedings concern difficulties in update statutory forms on the MCA portal due to its status as 'Under CIRP'.

Background recorded in the order

The company is under corporate insolvency resolution process; its affairs, business and assets are managed by the Resolution Professional, and the powers of the board of directors are vested in him.
The company was admitted into CIRP by order dated 15.05.2018 on a petition shared by Ericsson India Private Limited, an operational creditor.
On 04.03.2020, the committee of creditors approved a resolution plan submitted by UV Asset Reconstruction Company Limited (subsequently substituted by UV Asset Management Company Limited); the application for its approval, I.A. No. 873 of 2020, is pending.
The order records that statutory fees for FY 2026-2027 were paid along with applicable interest/penalties following a committee of creditors meeting on 27.08.2026, and that the annual report for FY 2025-2026, though prepared, could not be circulated.
The order records that this is the first request for extension of time to convene the AGM made by the company during the CIRP, and that all previous AGMs were held within the statutory timelines.

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