Vide Office Memorandum No. CL-II-03/252/2021-0/o DGCoA-MCA Dated 23.09.2021 MCA has extended time for holding of Annual General Meeting (AGM) for a period of two Months beyond the due date by which companies are required to conduct their AGMs for the financial year 2020-21 ended on 31st March 2021. After the due date extension various questions has arisen in the mind of Stakeholders and Author has tried to answer some of such questions as below :-
1. Whether the Companies are required to file any form with the ROC for the f.y. 2020-21 for the extension of the AGM?
As per the general relaxation given by the ROC’s under the MCA guidance for the f.y. 2020-21, there is no obligation to file any form with the ROC for the extension of the AGM.
2. How Many Months general extension of AGM has been given by the ROC/ MCA?
ROC/ MCA has given extension of 2 months from the due date of AGM for holding of Annual General Meeting.
3. If A Company has filed GNL-1 with ROC for extension of AGM and same has been rejected by Roc. What will be impact of Extension on such Company?
As per Circular/ notification of ROC/ MCA such companies can also enjoy extension of 2 months from the due date of AGM for holding of Annual General Meeting.
4. If A Company has filed GNL-1 with ROC for extension of AGM and same has been pending for approval by Roc. What will be impact of Extension on such Company?
As per Circular/ notification of ROC/ MCA such companies can also enjoy extension of 2 months from the due date of AGM for holding of Annual General Meeting without any approval of such forms.
5. If A Company has filed GNL-1 with ROC for extension of AGM and same has been approved with less than 2 month extension by Roc. What will be impact of Extension on such Company?
As per Circular/ notification of ROC/ MCA such companies can also enjoy extension of 2 months from the due date of AGM for holding of Annual General Meeting without any impact of such order.
6. If A Company has filed GNL-1 with ROC for extension of AGM and same has been approved with extension of more than 3 months by Roc. What will be impact of Extension on such Company?
As per Circular/ notification of ROC/ MCA such companies can enjoy extension of the period mention in its order, irrespective of the fact of general extension.
7. Whether the Companies are required to pass any Board/ Shareholder resolution for the extension of the AGM?
For the f.y. 2020-21, due to the general relaxation given by the ROC/ MCA, there is no obligation to pass any resolution for the extension of the AGM.
8. How one calculate the due date of the AGM?
As per section 96(1) and first proviso, the due date of holding of the AGM is earlier of the following:
- 15 month from the date of the last AGM; or
- 6 month from the end of the financial year
9. Whether all the Companies can hold their AGM for 2020-21 till November 30, 2021, due to the general exemption?
As per the exemption, ROC has given the extension for holding of the AGM by 2 months from the due date of the AGM.
The due date is required to be calculated as per question No. 8.
Therefore, it shall be wrong to say that the extension is given to all the Companies to hold their AGM till November 30, 2021.
10. Whether the financial statements of the Companies can be signed after September 30, 2021, due to the extension of the AGM?
As per Company Law, Companies are required to approve the financial statements in the AGM. If the Company holds the AGM on any date after September 30, 2021, then in such cases the Financial statements can also be signed on or after September 30, 2021.
11. What shall be the due date of filing of AOC-4 for the f.y 2020-21, if the date of AGM is November 30, 2021?
In this case, the due date for filing of AOC-4 shall be December 29, 2021.
12. What shall be the due date of filing of MGT-7 for f.y. 2020-21, if the date of AGM is November 30, 2021?
In this case, the due date for filing of MGT-7 shall be January 29, 2022.
13. Whether General Extension of AGM will extend Due Date for OPC Annual Filling?
As per Section 122 of Companies Act, 2013, OPC is not required to hold any Annual General Meeting.
Therefore, General Extension of holding of AGM shall not impact One Person Company for the purpose of Annual Filings.
14. What shall be the Due date of OPC AOC-4 & MGT-7A?
As AGM extension shall not impact OPC, as mentioned in question 1.
Following shall be Due date of Annual Forms for OPC:
1. AOC-4: 27.09.2021
2. MGT-7A: 26.11.2021
15. What shall be the Impact of Extension of AGM on filling of LLP-8?
Extension of AGM shall only be applicable on Companies not on LLP. Therefore, it will not impact Annual Filling of LLP
Therefore, Due Date of LLP-8 for f.y. 2020-21 remain same as 30.10.2021.
16. What shall be the Impact of Extension of AGM on filling of DIR-3KYC e-Form/DIR-3KYC Web Based Form?
Due Date of DIR-3 KYC doesn’t have any connection with date of AGM.
Therefore, extension of AGM shall not have any impact on due date of DIR-3 KYC. It shall remain same as 30.09.2021.
17. What shall be the Impact of Extension of AGM on filling of FC-3 (Annual Account of Foreign Company)?
Due Date of FC-3 doesn’t have any connection with date of AGM.
Therefore, extension of AGM shall not have any impact on due date of FC-3. It shall remain same as 30.10.2021.
*****
Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at [email protected]).
Author Bio
Hello SIr,
As per the relaxation given by the ministry for relaxation in additional fees for llp form 8, the extended due date is 30.12.2021 but which is not ocuuring in fact. they are charging additional fees
Hello sir,
If previous AGM of company is 25/02/2020 for f.y. 2019-20, if AGM is done now, will there be any penalty?
Hello Sir,
if previous AGM of Company is 25/09/2020 for F.Y. 2019-20, so current AGM will be held on 20/10/2021 for F.Y. 2020-21?