ROC of various regions extend the time for holding AGM for the FY 2019-20 by three months from the due date

Corporate Laws & Corporate Governance Committee
The Institute of Chartered Accountants of India
10th September, 2020

ANNOUNCEMENT

Sub: Registrar of Companies of various regions have extended the time for holding of Annual General Meeting (AGM) for the financial year ended on 2019-20 by three months from the due date

During the challenging time for everyone, companies are no exception. Preparation of the financials and submission for audit is challenging. Derailment in the schedule has been taking place, particularly for small and medium unlisted companies. The employees, both at the end of the company and audit firm, have been finding it difficult to attend their regular office schedule. Moreover, full staff team is not allowed to attend at one go. In companies, stock and assets verification and valuation, confirmations and reconciliations of party balances, impairment loss measurement, etc. are also moving at a very slow pace. This has derailed finalisation of accounts and as a consequence, audit of accounts. Therefore, timelines provided in the Companies Act, 2013 for holding AGM and annual filings will be difficult to attain. This feedback is received from corporate sector.

Hence, extension of time for the same has been sought by the Companies

As per Section 96 (1) of the Companies Act, 2013, 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, by a period not exceeding three months

In this regard, the Ministry of Corporate Affairs (Registrar of Companies of various States) have issued order dated 8th September, 2020 across the country to extend the time for holding of Annual General Meeting (AGM) for the financial year ended on 2019-20 by three months from the due date by which AGM ought to have been held in accordance with section 96(1) of the Companies Act, 2013 without requiring the Companies to file applications for seeking such extensions through prescribed Form GNL-1.

Accordingly the Companies are not required to file Form GNL-1 for seeking extension.

Further, it has been clarified by the respective ROC’s that the extension shall cover the following:

• Pending application filed in Form GNL-1 for the extension of AGM for the financial year ended on 31.03.20 which is yet to be approved.
• Application filed in Form GNL-1, for the extension of AGM for the financial year ended on 31.03.20 which were rejected

The ICAI has also uploaded the circulars/orders issued by the Ministry of Corporate Affairs (ROC) on the website.
The details of various ROC’s which have issued the order on 08.09.20 are:

Chairman and Vice Chairman
Corporate Laws & Corporate Governance Committee