The office of Ministry of Corporate Affairs (MCA) has received several representations for providing relaxations in the provisions of Companies Act, 2013 (the Act) or rules made thereunder to allow companies to hold their annual general meeting (AGM) for the financial year ended on 31st March, 2020 beyond the statutory period provided in section 96 of the Act.
Section 96 contains provisions for Annual General Meeting which is reproduced as under:
(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.
(2) Every annual general meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday and shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situate:
Provided that annual general meeting of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance:
Provided further that] the Central Government may exempt any company from the provisions of this sub-section subject to such conditions as it may impose.
Explanation.—For the purposes of this sub-section, “National Holiday” means and includes a day declared as National Holiday by the Central Government.
The office of MCA had inter-alia, clarified vide General Circular No. 20/2020, dated 05.05.2020 [G.C. 20/2020] regarding holding of AGM through video conferencing (VC) or other audio visual means (OAVM) for the calendar year 2020. In addition, the office of MCA has issued General Circular No.28/2020 dated 17th August, 2020 allowing the companies which are unable to hold their AGMs ought to file their applications in Eform 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.
The MCA has also advised to the office of the Registrars of Companies to consider all such applications (filed in Form No. GNL-1) liberally in view of the hardships faced by the companies/stakeholders and to grant extension for the period as applied for (upto three months) in such applications.
Specific Instructions to fill the eForm GNL-1:
E-form GNL-1 requires copy of Board Resolution and detailed application with reasons, seeking extension of AGM as its attachment hence all companies are required to issue notice convening Board meeting and accordingly convene meeting of board of directors of the Company before filing of Eform GNL-1.
Instructions to fill the eForm are tabulated below at field level. Only important fields that require detailed instructions to be filled in e-Form are explained. Self-explanatory fields are not discussed.
|Sr No.||Section Name||Field Name of Efrom GNL-1||Instruction|
|1||Category of applicant||Select the category of the applicant out of company, foreign company u/s 379 and others.
Category as ‘Foreign company’
|3||(a)||Corporate Identity number(CIN) or foregin company registration number(FCRN) of the company or RUN reference number ( Service request number(SRN) of RUN)||In case of a Foreign company, enter the ‘Foreign Company Registration Number (FCRN)’.
You may find CIN/FCRN under ‘Find CIN’ service available on the MCA portal.
|4||(a) to (c)||Pre-fill Button||Click the Pre-fill button. On clicking the button, system shall automatically display the name and registered office address of the company (in case of an Indian company) or name and address of principal place of business in India(in case of a foreign company) and email ID of the company.|
|5||(a) to (h)||Details of applicant (in case category is others)||Not required to filled up|
|6||Application filed for||Click at “Extension of period of annual general meeting by three months”|
|7||If others, then specify||Not required to filled up|
|8||Details of application||Enter the details of application
|9||(a),(b), (c), (f), (g)||In case of application compounding of offences, provide following details||Not required to fill up|
|10||In case of application is made for extension of period of an AGM, mention financial year end date in respect of which the application is being filed||In case of application is made for extension of AGM, mention financial year end date in respect of which the application is being filed.
Ensure that you enter the correct date as the extension by the concerned office shall be based on this date.
|12||Total amount of stamp duty paid or stamp paper||Not required to fill up|
|To be digitally signed by||Verification||In case of Indian Company, select the first check box and enter the serial number and date of board resolution authorizing the signatory to sign and submit the application.
In case of foreign company, select the second check box.
|DSC||In case category of applicant is Company, the eForm should be digitally signed by director or manager or secretary or CEO or CFO of the Indian company duly authorized by the board of directors. OR
In case category of applicant is Foreign Company u/s 379, the eForm should be digitally signed by the authorized representative.
|DIN or Income-tax PAN or Membership number||
|In case of extension of annual general meeting, the detailed application should contain the following details:
|Click this document to browse and select a document that needs to be attached to the eForm. All the attachments should be scanned in pdf format. You have to click the attach button corresponding to the document you are making an attachment.
In case you wish to attach any other document, please click the optional attach button.
|You can view the attachments added to the eForm in the List of attachment field.
To remove any attachment from the e-Form, select the attachment in the
List of attachment field and click the Remove attachment button.
|1. Click the Check Form button after, filling the eForm. System performs form level validation like checking if all mandatory fields are filled. System displays the errors and provides you an opportunity to correct errors.
2. Correct the highlighted errors.
3. Click the Check Form button again and. system will perform form level validation once again. On successful validations, a message is displayed “Form level pre scrutiny is successful”.
Note: The Check Form functionality does not require Internet connectivity.
|The Modify button is enabled, after you have checked the eForm using the Check Form button.
To make changes to the filled and checked form:
1. Click the Modify button.
2. Make the changes to the filled eForm.
3. Click the Check Form button to check the eForm again.
|1. After checking the eForm, click the Prescrutiny button. System performs some checks and displays errors, if any.
2. Correct the errors.
3. Click the Prescrutiny button again. If there are no errors, a message is displayed “No errors found.”
The Prescrutiny functionality requires Internet Connectivity.
|Submit||This button is disabled at present.|
|The Pre-fill button can appear more than once in an eForm. The button appears next to a field that can be automatically filled using the MCA database.
Click this button to populate the field.
Note: You are required to be connected to the Internet to use the Pre-fill functionality.
Important Points for Successful Submission
Fee applicable for Extension of period of AGM form is:
In case of Company having share capital
|Nominal Share Capital||Fee applicable|
|Less than 1,00,000||Rupees 200|
|1,00,000 to 4,99,999||Rupees 300|
|5,00,000 to 24,99,999||Rupees 400|
|25,00,000 to 99,99,999||Rupees 500|
|1,00,00,000 or more||Rupees 600|
The eForm will be processed by the office of Registrar of Companies (Non STP).
On successful submission of the eForm GNL-1, SRN will be generated and shown to the user which will be used for future correspondence with MCA.
On successful submission of the eForm GNL-1, Challan will be generated depicting the details of the fees paid by the user to the Ministry. It is the acknowledgement to the user that the eForm has been filed.
When an eForm is processed by the authority concerned, an acknowledgement of the same is sent to the user in the form of an email to the email id of the company.
It is pertinent to note that the logic of this MCA Circular for relaxation by way of granting extension for holding AGM to the Companies is help the Corporate to come out from the adverse impact of Pandemic Covid-19 which shall be utilized in its true sense.
However, various representations have been received by the office Registrar of Companies (ROC) of the respective States, from the companies, Industry bodies and Professional Institutes pointing out that several companies are finding it difficult to hold their AGM for the financial year ended on 31.03.2020 due to the difficulties faced in view of the Covid-19 Pandemic. And such representations have been considered by the office of the ROC and formed an opinion that due to such unprecedented special reasons, the time within which the AGM for the financial year ended on 31.03.2020 is required to be held as per provisions of sub-section (1) of Section 96 ought to be extended in terms of the third proviso to Section 96(1). Accordingly, in terms of power vested with the office of ROC, under the third proviso to sub-Section (1) of Section 96 of the Act, time period for holding of AGM, other than the first AGM, for the financial year ended on 31.03.2020 for companies which are unable to hold their AGM for such period within the due date of holding the AGM by a period of three months from the due date by which the AGM ought to have been held in accordance with the provisions of sub-section (1) of Section 96 of the Act, without requiring the companies to file applications for seeking such extension by filing the prescribed Form GNL-1.
The office of Registrar of Companies of respective States have also clarified that that this general extension granted under respective office Order dated 08th September, 2020, shall also cover all the pending applications filed in Form No. GNL-1 for the extension of AGM for the financial year ended on 31.03.2020, which are yet to be approved. So the approval for extension of AGM upto 3 months from the due date of the AGM shall be deemed to have been granted by the office of ROC without any further action on the part of the company.
The views expressed in the Article are my personal view and not liable for any special or incidental damage in case the aforementioned information are used.
The author can be approached at email firstname.lastname@example.org
(Republished with amendments as suggested by Author)