Several Companies were found difficult to hold their AGM for the Financial Year ended on 31.03.2020 due to difficulties faced in view of the Covid-19 Pandemic.
In View of the above common problem faced by companies, respective ROC’s in whose jurisdiction registered office is situated passed separate orders to extend the time to hold the AGM(http://www.mca.gov.in/MinistryV2/extensionofagm.html), other than the first AGM, for the Financial ended on 31.03.2020, a period of 3 months from the due date by which the AGM ought to have been held in accordance with the provisions of sub-section (1) to section 96 of the Act.
Now, there is general misconception is that the last due date of AGM is 31.12.2020 after adding of 3 months as per such orders as due date of AGM was 30.09.2020. But this is partially true, for better understanding for due date of AGM we have look on the section 96(1) of the Company Act,2013;
“96. (1) Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next:
Provided that in case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year:
Provided further that if a company holds its first annual general meeting as aforesaid, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation:
Provided also that the Registrar may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period not exceeding three months.”
* The due date of AGM shall be within 15 months from the date of last AGM or 6 months from the closure of financial year, whichever earlier.
We can better understand this by following examples;
ABC Private Limited was held their last AGM as on 30 May, 2019 and fifteen months has been elapsed on 31, August, 2020. The due date of current AGM is 31, August, 2020 as per section 96(1) of the Act.
In this case 3 months extension is applicable from 31, August 2020 and extended due date would be 30, November 2020.
ABC Private Limited held their last AGM as on 31 July, 2019 and fifteen months have elapsed on 31, October, 2020. The due date of current AGM is 30th, September, 2020 as per section 96(1) of the Act.
In this case 3 months extension is applicable from 30th, September 2020 and extended due date would be 31, December 2020.
Hence answer of the first question is that extended due date of AGM is not 31.12.2020 for every company, it depends on the due date by which the AGM ought to have been held in accordance with the provisions of sub-section (1) to section 96 of the Act