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
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In case of first AGM of the Company: |
In case of Subsequent AGM of the Company: |
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• 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.}
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.
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.
Some reasons for extension of AGM:
- Mergers & Acquisition (M &A)
- Delay in Financial Results finalizing
- Delay in audit & reports thereon.
- Natural Calamity. Etc.
Required drafts
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 -------------------------------------------------
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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: ………………
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.:
LIST OF THE BOARD OF DIRECTORS OF THE COMPANY
(AS ON (Date of application))
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