Like previous year, Ministry of Corporate Affairs has this year also advised the offices of Registrar of Companies to concede an extension of two months for conducting Annual General Meeting for all the companies except the One Person Companies vide their office memorandum subjected ‘Extension of time forholding of Annual general Meeting for the financial year ended on 31.03.2021’ dated 23.09.2021. The present decision has been taken considering the difficulties faced due to the Second Wave of the COVID-19 pandemic and multiple representations received by the Ministry from various professional bodies.
While the companies are under relief with respect to conducting the Annual General Meeting with the extended time period of 2 months, there is a question revolving in the minds of the stakeholders as to why the Extension has been granted by the Individual Offices of the Registrar of Companies and not as single or blanket direction from the Ministry of Corporate Affairs.
To Answer this question the provision of Section 96 of the Companies Act 2013 has to be spotlighted. To begin with, lets talk about when a company can convey Annual General Meeting;
According to the provisions of Section 96 “Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next:
Provided that in case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year
Provided further that if a company holds its first annual general meeting as aforesaid, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation.”
So, every company apart from One Person Company, shall every year hold a meeting apart from board meeting or Extra Ordinary General Meeting a meeting specifically as Annual General Meeting and the time gap between the two Annual General meetings shall not elapse more than 15 months with that the Annual General Meeting is Compulsorily required to be held within a period of 6 (six) months from the date of closing of the financial year.
Coming back to the question, the emphasis has to be given on the third Proviso of Sub Section 1 of Section 96 of the Companies Act 2013 which read as under:
“Provided also that 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”
The bare reading of the Third proviso to the above section move the haze around the question and aver that the power for extending the time for conducting the Annual General Meeting of the Companies vests with the Registrar of Companies of the concerned states.
For this reason, no blanket exemption has been given by the Ministry of Corporate Affairs and by their memorandum advised all the Registrar of Companies to Grant the general exemption by issuing individual Notification from their offices.
Effect of this Exemption
It is clarified by the concerned offices of the Registrar of Companies that the extensions given by the offices of the Registrar of Companies will automatically approve the e-form GNL-1 filed for granting extension for conducting Annual General Meeting and which are yet to be Approved or Approved or Approved for a extension less than one month. But the said general extension shall not include the e-form GNL 1 filed for granting extension for conducting Annual General Meeting beyond the period of 2 months and need to be separately scrutinized for want to Special Reason.
How to Find your states extension letter
With the new Launch of new MCA Portal with the name of MCA 3.0 it may be difficult for certain stakeholders to find their respective extension orders and for which we are presenting you our stepwise navigating guide.
Step 1 visit www.MCA.gov.in
Step 2 Go to the Tab Data & Reports
Step 3 under the tab select the drop-down list of RD/ROC Information
Step 4 Select AGM extension under the sub list of RD/ROC information
Step 5 Select your State ROC under the radio button of Filter by ROC
Step 6 Select the File updated on 23.09.2021 for notification for extension of AGM for the financial year 2020-2021.
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