The date for Annual General Meeting (AGM) for the Financial Year ended on 31-Mar-2020 has not been extended by the MCA as yet. Therefore, the AGM should be conducted on time (i.e. by 29-Sep-2020) to avoid penalties under the Companies Act, 2013.
Due to the pandemic outbreak, the AGM can also be held through video conferencing (VC) or other audio visual means (OAVM) the process for which has been detailed by us here. The recording of such meeting should be kept by the company.
As always, the meeting can be held by physical presence of the members as well.
There are 3 possible alternative available for holding of AGM, which are enumerated below.
Case 1: Conduct of AGM with Normal Notice Period of 21 Days
If you want to conduct the AGM with the normal notice period (i.e. clear 21 days’ notice before the date of AGM), the notice of the AGM should be given on or before 6-Sep-2020 and the board meeting should be conducted on or before such date for the approval of audited financial statements by the board of directors. Therefore, your signed audited financial statement should be ready before 06-Sep-2020.
Case 2: Conduct of AGM at Shorter Notice
You can conduct your AGM at a shorter notice period (i.e. less than 21 days) if the consent from not less than 95% of the members entitled to vote at such a meeting is available and a resolution of board of directors for taking note of above is also with minimum 95% consent. In such case, notice of AGM will be given on or before 29-Sep-2020 and board meeting should be conducted on or before such date for approval of audited financial statements by the board of directors. Therefore, your signed audited financial statement should be ready before 29-Sep-2020.
Case 3: Application for Extension of AGM
If you are unable to finalize your books of account on or before 6-Sep-2020 (in case of AGM at normal notice) and on or before 29-Sep-2020 (in case AGM at shorter notice), you would be required to apply for extension of AGM with the Registrar of Companies (RoC) in form GNL-1 on or before 6-Sep-2020 (in order to avoid rejection).
On satisfaction of the reason stated in the extension form, the Registrar may give extension for maximum 3 months (i.e. maximum up to 31-Dec-2020). Thereafter, the books of accounts should be audited at least 25 days before the due date of AGM given by the Registrar.
Kindly Plan the audit of your books accordingly.
Also keep in mind that the auditor has to generate a UDIN within 15 days from date of signing of the financial statements, and you should not assume that date of Income Tax Return filing for your company is the due date.
References
General Circular No. 28/2020 - MCA dated 17-Aug-2020
