CLARIFICATION ON EXTENSION OF ANNUAL GENERAL MEETING (AGM) FOR THE FINANCIAL YEAR ENDED AS AT 31.03.2020:
As per General circular No. 28/2020 dated 17th August, 2020:
The companies which are unable to hold their AGM for the financial year ended on 31.03.2020, despite availing the relaxations provided in the G.C. 20/2020 ought to file their applications in Form No. GNL-1 for seeking extension of time in holding of AGM for the financial year ended on 31.03.2020 with the concerned Registrar of Companies on or before 29.09.2020.
In previous Circular No 20/2020, it is stated that in view of the continuing restrictions on the movement of persons at several places in the country, it has been decided that the companies be allowed to conduct their AGM through video conferencing (VC) or other audio visual means (OAVM), during the calendar year 2020 subject to the fulfilment of some restrictions.
Following are the points we discussed, for clarification in holding AGM through VC/ OAVM
- Consider the last date to conduct AGM
- Is your company is eligible to conduct AGM through Video conferencing or other Audio Visual modes?
- Put in order the prescribed frameworks
- Prepare AGM Notice
- Decide items to be transacted
- Dispatch AGM Notice & Annual Report
LAST DATE TO CONDUCT AGM
| For Companies having year ended 31st March, 2020
|
For Companies having year ended 31st December, 2019 |
| 30th September 2020 | 30th September 2020 (extended by MCA wide Circular No. 18/2020 dated 21.04.2020) |
| May apply for Extension of AGM | Can’t apply for extension of AGM (Since, MCA has already extended the time by 3 months as maximum time allowed for extension u/s 96) |
ELIGIBLE COMPANIES TO CONDUCT AGM THROUGH VC/ OAVM
| If company required to provide e-voting facility (Listed companies) | If company not required to provide e-voting facility (Private Companies/ small Companies) |
| Eligible | Eligible (If company has the email address of Min. 50% of its total no. of members, who represent Min. 75% of paid- up share capital of the company as given a right to vote at the meeting) |
PRESCRIBED FRAMEWORKS
- Maintain recorded transcript of AGM in safe custody
- Quorum– Attendance of members through VC/OAVM counted for quorum
- Appointment of Proxy– Not Allowed
- Facility for joining AGM– Keep open at least 15 minutes before schedule time and close after 15 minutes expires from schedule time
- Chairman’s address– Before considering the business in the AGM, Chairman of the meeting shall record that the company has made all efforts to enable members to participate & vote in the AGM.
ITEMS THAT CAN BE TRANSACTED
- Ordinary Business
- Special Business (only if urgent nature and can’t be avoided as per the board of directors)
PREPARE AGM NOTICE
- Place it on company’s website, if any
- Make disclosure about- manner for use of framework by members along with how to access & participate in meeting
- Before sending AGM Notice to all its members; Contact members to register their email address if not registered.
DISPATCH OF AGM NOTICE & ANNUAL REPORT
(i.e Financial statements, including Board’s Report, Auditor’s report or other documents required to be attached therewith)- Sent only by email
Further we discussed, for clarification in Filing FORM GNL-1 to ROC for seeking Extension of Annual General Meeting:
Grounds on which extension can be granted:
- Non finalization of account
- Non availability of shareholders which may result in absence of quorum
- Non-availability of directors on the valid grounds
- Due to non-signing of financial statements due to non-availability of Auditors due to resignation, death, incapacity to sign or such other valid reason.
- Such other special reasons if such reasons are valid and justified.
PROCEDURE FOR FILING FORM GNL-1:
Step-1: To Convene a Board Meeting and to pass a resolution for extension of time limit for holding AGM.
Step-2: File the Form GNL-1 to the Registrar along with certified true copy of the Board resolution and the special reason for not to be holding of AGM along with other necessary information to be provided.
Step-3: The registrar shall examine the application on the specific grounds and may grant an extension, if it thinks it necessary to grant the same.
Important Note: Companies which shall not apply for extension of time period for holding an AGM, shall must send Notice of AGM along with Director’s Report, Financials statement, Audit Report complete list of Shareholders and MGT-9 on or before 09.09.2020 (As Notice of AGM to be sent 21 clear days in advance of Meeting).
CLARIFICATION ON EXTENSION OF ANNUAL GENERAL MEETING (AGM) FOR THE FINANCIAL YEAR ENDED AS AT 31.03.2020:
As per General circular No. 28/2020 dated 17th August, 2020:
The companies which are unable to hold their AGM for the financial year ended on 31.03.2020, despite availing the relaxations provided in the G.C. 20/2020 ought to file their applications in Form No. GNL-1 for seeking extension of time in holding of AGM for the financial year ended on 31.03.2020 with the concerned Registrar of Companies on or before 29.09.2020.
In previous Circular No 20/2020, it is stated that in view of the continuing restrictions on the movement of persons at several places in the country, it has been decided that the companies be allowed to conduct their AGM through video conferencing (VC) or other audio visual means (OAVM), during the calendar year 2020 subject to the fulfilment of some restrictions.
Following are the points we discussed, for clarification in holding AGM through VC/ OAVM
- Consider the last date to conduct AGM
- Is your company is eligible to conduct AGM through Video conferencing or other Audio Visual modes?
- Put in order the prescribed frameworks
- Prepare AGM Notice
- Decide items to be transacted
- Dispatch AGM Notice & Annual Report
LAST DATE TO CONDUCT AGM
| For Companies having year ended 31st March, 2020 | For Companies having year ended 31st December, 2019 |
| 30th September 2020 | 30th September 2020 (extended by MCA wide Circular No. 18/2020 dated 21.04.2020) |
| May apply for Extension of AGM | Can’t apply for extension of AGM (Since, MCA has already extended the time by 3 months as maximum time allowed for extension u/s 96) |
ELIGIBLE COMPANIES TO CONDUCT AGM THROUGH VC/ OAVM
| If company required to provide e-voting facility (Listed companies) | If company not required to provide e-voting facility (Private Companies/ small Companies) |
| Eligible | Eligible (If company has the email address of Min. 50% of its total no. of members, who represent Min. 75% of paid- up share capital of the company as given a right to vote at the meeting) |
PRESCRIBED FRAMEWORKS
- Maintain recorded transcript of AGM in safe custody
- Quorum– Attendance of members through VC/OAVM counted for quorum
- Appointment of Proxy– Not Allowed
- Facility for joining AGM– Keep open at least 15 minutes before schedule time and close after 15 minutes expires from schedule time
- Chairman’s address– Before considering the business in the AGM, Chairman of the meeting shall record that the company has made all efforts to enable members to participate & vote in the AGM.
ITEMS THAT CAN BE TRANSACTED
- Ordinary Business
- Special Business (only if urgent nature and can’t be avoided as per the board of directors)
PREPARE AGM NOTICE
- Place it on company’s website, if any
- Make disclosure about- manner for use of framework by members along with how to access & participate in meeting
- Before sending AGM Notice to all its members; Contact members to register their email address if not registered.
DISPATCH OF AGM NOTICE & ANNUAL REPORT
(i.e Financial statements, including Board’s Report, Auditor’s report or other documents required to be attached therewith)- Sent only by email
Further we discussed, for clarification in Filing FORM GNL-1 to ROC for seeking Extension of Annual General Meeting:
Grounds on which extension can be granted:
- Non finalization of account
- Non availability of shareholders which may result in absence of quorum
- Non-availability of directors on the valid grounds
- Due to non-signing of financial statements due to non-availability of Auditors due to resignation, death, incapacity to sign or such other valid reason.
- Such other special reasons if such reasons are valid and justified.
PROCEDURE FOR FILING FORM GNL-1:
Step-1: To Convene a Board Meeting and to pass a resolution for extension of time limit for holding AGM.
Step-2: File the Form GNL-1 to the Registrar along with certified true copy of the Board resolution and the special reason for not to be holding of AGM along with other necessary information to be provided.
Step-3: The registrar shall examine the application on the specific grounds and may grant an extension, if it thinks it necessary to grant the same.
Important Note: Companies which shall not apply for extension of time period for holding an AGM, shall must send Notice of AGM along with Director’s Report, Financials statement, Audit Report complete list of Shareholders and MGT-9 on or before 09.09.2020 (As Notice of AGM to be sent 21 clear days in advance of Meeting and generating UDIN of Auditor is 15 months from the date of signing).
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