Institute of Charted Accountant of India
Corporate Laws & Corporate Governance Committee
The Institute of Chartered Accountants of India
24th September, 2021
ANNOUNCEMENT
Sub: Extension of time for holding of Annual General Meeting (AGM) for the Financial Year ended on 31.03.2021 by Two Months beyond the due date.
This is to inform you that the Ministry of Corporate Affairs (Registrar of Companies of various States) vide its Order dated 23.09.2021 has extended the timeline to conduct Annual General Meeting (AGM) of the Companies by two months beyond the due date within which the companies ought to have conducted their AGM for the FY 2020-21 ended on 31.03.2021.
As per first proviso to Section 96(1) of the Companies Act, 2013 a company has to hold in addition to any other meetings, a general meeting (other than the first AGM) within a period of six months from the date of closing of financial year, which can be extended by the Registrar for a further period, in any special circumstance.
Therefore, considering the enormous difficulties and hardships faced by the stakeholders in conduct of AGM due to the second wave of Covid-19 and consequent lockdown etc., the MCA has extended the timeline to hold AGM by two months beyond the due date.
Further, as per Section 129(2) of the Act, the Board of Directors of the company has to lay before the Members the financial statements for the financial year at the AGM. Accordingly, the extension of aforesaid timelines has brought relaxation in finalisation of Books of Accounts for the financial year ended 31.03.2021.
It is also to be noted that the MCA had earlier vide its Circular dated 13.01.2021 has allowed the Companies whose AGMs were due to be held in the year 2020, or become due in the year 2021 to conduct their AGM on or before 31st Dec 2021 through VC or OAVM in accordance with the requirements as provided in paragraphs 3 and 4 of the Circular dated 05.05.2021.
Accordingly, the Companies are allowed to conduct AGM by 30th November, 2021 (30th September, 2021 + 2 months extension) and the same can be conducted through the mode of Video Conferencing (VC) or Other Audio-Visual Means (OAVM) as well.
Further, it has been clarified by the MCA that the extension granted under this order shall also cover the:
- Pending applications filed in form GNL-1 for the extension of AGM for the financial year ended on 31.03.2021, which are yet to be approved.
- Applications filed in form GNL-1 for the extension of AGM for the financial year ended on 31.03.2021, which were rejected.
- Applications filed in form GNL-1 for the extension of AGM for the financial year ended on 31.03.2021, where the extension approved was for a period less than 2 months.
It is also clarified that the extension granted under this order shall not cover the applications filed in form GNL-1 for the extension of AGM for the financial year ended on 31.03.2021, where the extension approved was for a period more than 2 months.
Orders as issued by the ROCs of various states are available at the linkhttps://www.mca.gov.in/content/mca/global/en/data-and-reports/rd-roc-info/extensionagm.html
Members may take note of the above and plan accordingly.
Sincerely Yours,
Chairman and Vice Chairman
Corporate Laws & Corporate Governance Committee
The Institute of Chartered Accountants of India
