The Ministry of Corporate Affairs (“MCA”) has, based upon the representations received for seeking extension of time for holding the annual general meeting (“AGM”) for the financial year ending on March 31, 2021, advised the Registrar of Companies (“RoC”) to accord approval for extension of time for holding the AGM for a period of two months beyond the due date by which the companies are required to conduct the AGM for the financial year 2020-21.

Since the MCA directed the RoCs to take up this matter urgently, various RoCs including the RoC Delhi and Haryana have uploaded the order granting extension of time and the key conditions for extension are provided below:

  1. In terms of the provisions of Section 96(1) of the Companies Act, 2013, every company, other than a One-person company, is required to conduct an AGM each year by issuing a notice to its members and not more than 15 months should elapse between the date of one AGM and the next one.
  2. In case of the first AGM, it will be conducted within a period of 9 months from the date of closing of the first financial year and all subsequent AGMs will be conducted within a period of 6 months from the date of closing of the financial year.
  3. RoC has the power to extend the time within which any AGM (other than the first AGM) be held by a period not exceeding beyond 3 months.
  4. RoC has received various representations from companies, industry bodies and professional institutes seeking extension of time, due to difficulty faced in view of Covid-19 pandemic in conducting AGM for the financial year ended on March 31, 2021.
  5. RoC has extended the time for holding the AGM (other than first AGM) for the financial year ended on March 31, 2021 for the companies within its jurisdiction, which are unable to hold the AGM within the prescribed timelines, by two months from the due date by which the AGM was supposed to be held without requiring the companies to seek extension of time by filing form GNL-1.
  6. The extension will cover all the following cases:
    1. Pending application (filed in the form GNL-1) for extension of the AGM for the financial year ended on March 31, 2021, which are yet to be approved.
    2. Pending applications (filed in form GNL-1) for extension of the AGM for the financial year ended on March 31, 2021, which were rejected.
    3. Pending application (filed in the form GNL-1) for extension of the AGM for the financial year ended on March 31, 2021, where the extension approved was for a period of less than two months.
  8. Application filed in the form GNL-1 for extension of the AGM for the financial year ended on March 31, 2021, where the extension approved was for a period of more than two months, shall not be covered under the above order.

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