Annual
General Meeting
The concept of Annual General Meeting (AGM)
has been defined under Section 96 of the Companies Act, 2013. It can be
considered as an annual gathering of Directors and Shareholders / members of
the Company to discuss the future of the Company and also company’s overall
performance is analyzed.
·
Provisions of Section 96 of Companies
Act, 2013 – AGM Related
|
In case of first AGM of the
Company: |
In case of Subsequent AGM of the Company: |
|
· not necessary to hold AGM in the year of its incorporation · AGM shall be held within a period of 9
months from the date of closing of the first financial year of the
company |
· AGM is an
Annual Exercise · within a period of 6 months, from the date
of closing of the financial year |
·
Grace Period (Extension):
Registrar may, for any special reason, extend
the time by a period not exceeding 3 months (additional) – {other than First AGM of the Company.}
Ø Brief process of getting
·
Convene a Board Meeting to discuss and
pass the necessary resolution
·
Pass a Board resolution for extension
AGM timeline
·
File an application to the ROC in Form
No – GNL1.
·
Application must be made before the
required due date of the annual general meeting (on or before 29th September,
2020, if AGM due date is 30.09.2020)
·
Post review and examination the
application and may grant an extension.
Ø AGM EXTENSION 2020 – MCA Clarification for the
FY 31.03.2020
MCA vide General Circular no. 28/ 2020 dated 17th August 2020 has issued Clarification
on Extension of Annual General Meeting (AGM) for the financial year ended as at
31.03.2020- Companies Act, 2013.
Ministry
key aspects:
Ministry has already provided digital AGM
platform to all the Companies. Ministry vide General Circular No. 20/2020 has
clarified that Companies can hold AGM for the calendar year 2020 M through
video conferencing (VC) or other audio visual means (OAVM). An Company can
voluntary apply for AGM extension via filing MCA E- Form GNL-1.
"The MCA has clarified that blanket extension will
not be granted, but each company will have to submit a request in Form GNL-1
and get their individual approval.
To read full circular : Click here
Some
reasons for extension of AGM:
·
Mergers & Acquisition (M &A)
·
Delay in Financial Results finalizing
·
Delay in audit & reports thereon.
·
Loss of official data due to technical
fault or virus.
·
Natural Calamity. Etc.
Ø
Reason
for extension: Covid-19 key points (suggested)
1.
The main reason for this is that
despite all efforts made in this direction, the Financial statements could not
be ready & Non-readiness of the financial statement due to spread of Novel
Coronavirus and consequent nationwide lockdown announced by Government of India
from 24th March 2020 till 30th June,
2020.
2.
During the lockdown, the movement of
people were restricted as per guidelines issued by the Ministry of Home affairs.
3.
Offices were closed.
4.
Transportation suspended due to
covid-19 spread.
5.
Seeking extension in view of the
unexpected, unusual and extraordinary circumstances.
6.
Accounts are yet to be finalized and audited.
Required
drafts
Ø Draft Board Resolution for Extension of AGM
EXTRACTS OF
THE MINUTES OF THE ………… (NO. OF
MEETING) MEETING OF THE BOARD OF THE
DIRECTORS OF ……………………… LIMITED (THE COMPANY)
HELD ON ………….DAY,
……………(DATE) AT....................................................................................................................................... (TIME)
AM/PM AT THE REGISTERED OF THE COMPANY AT
……………………………
The Chairman informed the Board that as our
company having (mention the reason for extension).
Facts -------------------------------------------------
--------------------------------------------------------
In light of above-mentioned facts, Board of
Directors of the Company are requested to grant approval for filing application
in e-form GNL-1 to concerned RoC for seeking extension of time for holding AGM
for ……………….. (grace period – maximum 3 months) by passing the following
resolution:
“RESOLVED
THAT pursuant to the
provisions of Section 96 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.......................... for a period
of months (grace period
is maximum 3 months) from the last date on which the Annual General Meeting of the
Company
should have been held”.
“RESOLVED
FURTHER THAT any Director or
Company Secretary of the Company be and is hereby authorized on behalf of the Company to sign, execute and file an
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 including further
authorization to the professional.
Certified
True Copy
For............................. LIMITED
………………..
ACS / Director
Membership / DIN: …………..
Address: ………………
Date Place
Draft Format of Application to
ROC for seeking AGM Extension
To,
Registrar of Companies,
Subject: Application for
seeking extension of time for holding Annual General
meeting for the
period ending.............................. (Generally 30.09.2020)
Sir,
Brief overview of the Company.
Status, Incorporation details, ROC details and Capital Structure
of the Company.
AGM PROVISIONS
The Annual General Meeting
of the members of the company in respect of the year
ended on 31st March, 20…… is required to be held on or before
,.......................... 20XX.
The company is not in a position to hold its
Annual General Meeting within the stipulated time period as per Section 96 read
with Section 129 of the Companies Act, 2013. The main reason for this is that
despite all efforts made in this direction,
The company is making its best efforts to (resolve the
reason for not conducting the AGM)
at the earliest. This is going to take some more time this year.
The application is made bona-fide and in the
interest of the justice and no one will be prejudiced if the special permission
is granted under section 96 (1) of the Companies Act, 2013.
In view of the unexpected, unusual and
extraordinary circumstances, It is humbly submitted to seek an extension of time of months beyond ,........................ for convening
the ……th Annual General Meeting of the company up to ,......................... by
which time
we hope to finalize the accounts for the year........................... duly audited and place the
same before the Annual General Meeting.
A list
of the Board of Directors is also enclosed for ready reference. The Registrar
of Companies is humbly requested to kindly consider the aforesaid request and
accord approval extending the period of Annual General Meeting in respect of
the financial year ………….. by a period of months
beyond.
In case any further details or clarification is required, we
would be pleased to attend the same immediately on hearing from you.
Certified True Copy
For............................. Limited
(Signature of Authorized
Signatory) Designation:
DIN/ Membership No.:
Date:
Place:
LIST OF THE BOARD OF
DIRECTORS OF THE COMPANY
(AS ON (Date of application))
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Name |
Designation |
DIN |
Address |
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