Tag Archives: annual general meeting

AGM extension

Registrar of Companies of various jurisdictions in India have issued an order, today, granting general extension of time to hold the annual general meeting of the shareholders of companies in India by 3 months time upto 31st December, 2020. All ROCs have issued identical orders to that effect. General extension is given without having to make an application in form GNL-1 and wherever application has been made in form GNL-1 and is pending processing, even in those cases it is considered as approved. Even those cases which were rejected due to any reasons has been granted extension, without those companies having to do any further in the matter.

This was very much required as 99% of the companies are facing the problem with respect to completing the audit of their accounts, holding a board meeting to approve the accounts, convene the annual general meeting and hold the same by 30th September, 2020, the deadline for holding annual general meeting for those companies whose financial years ended on 31st March, 2020.

Here is a copy of the said order.

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EGM through video conferencing

MCA has issued a circular dated 15th June, 2020 wherein they have allowed companies to hold extra-ordinary general meetings of shareholders by video conferencing or any other audio visual means upto 30th September, 2020. Earlier the time period was upto 30th June, 2020.

Vide another circular dated 5th May, 2020 MCA had already allowed companies to hold their annual general meetings in the calendar year 2020 through video conferencing or any other visual means. So AGMs can held through online method upto 31st December, 2020 whereas EGMs can be held in the same way upto 30th September, 2020. I don’t understand the anomaly here to provide two separate dates for what is almost essentially the same purpose – i.e. obtaining consent of the shareholders for items which require their consent.

The copy of the latest circular can be found here

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holding of AGMs

MCA has issued a circular dated 21st April, 2020 allowing companies whose financial year ending is on 31st December, 2019 to hold their AGMs upto 30th September, 2020. Otherwise they would have to hold their AGMs by 30th June, 2020 i.e. 6 months from the close of the financial year. This is because of the covid crisis, the offices are all under lockdown since mid March and the audit of those companies is still pending. So this is a good proactive move by MCA instead of asking companies to file for extension of time to hold AGM. MCA circular is given below

Click to access Circular18_21042020.pdf

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annual general meeting

Section 96 of the Companies Act, 2013 relates to annual general meeting of a company. The change in the 2013 Act compared to the 1956 Act is that annual general meeting can now be held on all days including on Sundays and public holidays but cannot be held on National Holidays as declared by the Government. The Central Government has declared three days as Public Holidays i.e. 15th August – Independence Day, 26th January – Republic Day and 2nd October – Gandhi Jayanti Day. So companies can now hold annual general meetings on all days of the year except these three days as above. Section 96(2)

Further, the business hours have been defined in the Act itself as from 9.00 a.m. to 6.00 p.m. which was not there in the 1956 Act. 

Another new addition to the annual general meeting is that in case of listed companies (Section 121), a report on the annual general meeting, stating therein, a confirmation that the meeting was held and conducted as per the provisions of the Act and the Rules have to be filed with the Registrar within 30 days of the annual general meeting. 

As per Rule 31(1)(c) of the Companies (Management and Administration) Rules, 2014

the report shall contain the details in respect of the following, namely:-

(i) the day, date, hour and venue of the annual general meeting;
(ii) confirmation with respect to appointment of Chairman of the meeting;
(iii) number of members attending the meeting;
(iv) confirmation of quorum;
(v) confirmation with respect to compliance of the Act and the Rules, secretarial standards made there under with respect to calling, convening and conducting the meeting;

(vi) business transacted at the meeting and result thereof;
(vii) particulars with respect to any adjournment, postponement of meeting, change in venue; and
(viii) any other points relevant for inclusion in the report.
(d) the Report shall contain fair and correct summary of the proceedings of the meeting.

Rule 31(1)(b) states that the Report shall be dated and signed by the Chairman, or in case of his inability to sign, by any two directors of the company one of whom shall be a Managing Director, if there is one and the Company Secretary of the company. 

 

 

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