AGM Extension for FY ended as on 31.03.2020 via e-form GNL-1

Extension of Annual General Meeting (AGM) for the financial year ended as on 31st March,2020 through e-form GNL-1

Due to spread of novel corona virus pandemic and consequent nationwide lockdown announced by Government of India, several representations were made to Ministry of Corporate affairs (MCA) to allow companies to hold their annual general meeting (AGM) for the financial year ended on 31^st March,2020 beyond the statutory period provided in the act.

MCA has examined the matter and vide General Circular No. 28/2020, dated 17/08/2020 has clarified that the companies which are unable to hold their AGM for the financial year ended on 31/03/2020 should file their applications in form no. GNL-1 for seeking extension of time for holding AGM for the financial year ended on 31/03/2020 with the concerned Registrar of Companies on or before 29/09/2020 but Companies need not wait for the last date of Sept. 29 stipulated by MCA to file the request as the approval if denied would culminate into a long-drawn process of compounding penalty for the companies.

Proviso to section 96(1) provides 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.

Procedure to be followed for filing Form GNL-1:

Call Board Meeting as per section 173 of Companies Act,2013 and Secretarial Standard I to discuss reason for not holding AGM on time

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In the said meeting pass resolution for filing application to the ROC for seeking extension of time for holding AGM and authorize any director/company secretary to sign such application

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Draft the application with specific reason which may include COVID-19 pandemic and consequential situation

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File e-form GNL-1 pursuant to rule 12(2) of the Companies (Registration officesand Fees) Rules, 2014 and attach certified true copy of Board resolution along with application

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The registrar shall examine the matter and may grant extension

Draft Board Resolution:

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED IN THE MEETING OF BOARD OF DIRECTORS OF THE COMPANY HELD ON——————-DATED——————–AT—————————-

Members of the Board are hereby informed that pursuant to Section 96 of the Companies Act, 2013 every company other than a one-person company has to hold an Annual General Meeting of its shareholders in each year within a period of six months from the date of closure of financial year. However, due to _-_ _ _ _ _ _ _ _ _ _ (resolve the reason for not conducting AGM on time), the company is not able to hold AGM on time.

In light of above-mentioned facts, members of the Board are requested to grant approval for filing application in e-form GNL-1 to RoC (concerned state) for seeking extension of time for holding AGM by passing the following resolution:

“RESOLVED THAT pursuant to the provisions of Section 96(1) and other applicable provisions, if any, of the Companies act 2013, the company do hereby make an application with the Registrar of Companies, for extension of time for holding the Annual General Meeting for the FY 2019-20 for a period of months (maximum 3 months) from the last date on which the Annual General Meeting of the Company should have been held due to (specific reason)”.

“RESOLVED FURTHER THAT any Director  or Company Secretary of the Company be and is hereby authorized on behalf of the Company to sign and file application with the Registrar of Companies, and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution.”

CERTIFIED TRUE COPY

FOR ————————————

COMPANY SECRETARY/DIRECTOR

ACS/FCS ——————-/DIN——-