Extension of Annual General Meeting (AGM) for the F.Y 2020-21

Last Updated On: Sept. 21, 2021, 10:41 p.m.
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EXTENSION OF ANNUAL GENERAL MEETING (AGM)

Section 96 of the Companies Act, 2013 provides that every company other than a one person company shall in each year hold an Annual General Meeting of its shareholders and not more than fifteen months shall elapse between the date of one annual general meeting of the company and that of the next.

Provided that first annual general meeting of the Company shall be held within nine months of the closing of the financial year and subsequent annual general meetings shall be held within six months of the closing of the financial year.

However, if the companies feel that it is not possible to hold the Annual General Meeting within the due time period of 6 months from close of Financial Year, the company may apply for extension of date of AGM and 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, for a period not exceeding three months. That means Registrar on special circumstances, may extend the time of holding of AGM by a company, which has applied for extension, upto December 31, 2020.

 

As there are no provisions of holding of Annual General Meeting through Video Conferencing under Companies Act, 2013. However, due to CoVID 19 pandemic Govt has allowed Companies to hold their AGM through video conferencing for FY 2019-20 till 31st December 2020 by circular no 20/2020.

On the same line, MCA has passed circular no 02/2021 on 13 January 2021 to allow all the Companies to hold their AGM through Video Conferencing for the Financial year ending 31st March, 2021.

 

EXTENSION OF ANNUAL GENERAL MEETING:

As per paragraph 1 of Circular, it is clear that MCA has allowed Companies to hold AGM through Video Conferencing till 31st December, 2021 for the financial year ended 31st March 2021.

However, as per paragraph 2, Due date of AGM is still 180 days from the date of closure of financial year i.e. 30th September 2021. Very clearly mentioned in para 2 that there is no extension in AGM through this Circular.

Circular No. 02/2021 is allowing to hold Video conferencing AGM till 31 December 2021, if Company has taken extension of AGM approval from Registrar of Company.

If Company has not taken any extension approval from ROC. Then such company have to hold AGM maximum till 30 September 2021.

However, it is choice of Company for F.Y. 2020-21 whether they want to hold Meeting through Video Conferencing or physical Meeting.

 

 

REASONS FOR EXTENSION OF AGM

There may be a no. of reasons because of which it might not be possible for the companies to hold the AGM within the due period of time. Presently, Covid-19 situation is the one. In our 12 years of Practice, we have seen that the companies use to face difficulties in following circumstances also:

Some of the other reasons for extension of AGM have been provided hereunder:

  • Due to non-signing of financial statements due to non-availability of Auditors. Non availability may arise due to resignation, death, incapacity to sign or such other valid reason.
  • Non-readiness of the financial statements due to natural calamity, due to loss of financial data, absence of Directors
  • Non availability of Managing Director since the financial statements must be signed by the Managing Director of the company along with any one of the director of the company.
  • Non-availability of directors on the valid grounds
  • The sudden death of Directors and consequence of this the limit of directors goes below the minimum requirements of directors.
  • Confiscation of Books of accounts by Income Tax Department, Serious and Fraud Investigation Cell or any other Government officials.
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