MCA Relaxation on holding of AGM amidst Covid-19

Ashish M. Shaji

23 Nov, 2020

In a massive relief to the companies, the Ministry of Corporate Affairs (MCA) vide general circular No. 18/2020 eased rules on holding Annual General Meeting (AGM) on 21^st April 2020. The relaxation was made owing to request made by several companies seeking leniency in the AGM rules due to the social distancing and lockdown rules followed across the country due to Covid-19. The MCA allowed companies whose financial year has ended on December 31^st, 2019, to hold their Annual General Meeting within the first nine months of their current fiscal or before September 30, and thus it shall not be considered a violation under the Companies Act. The relaxation on holding of AGM has been widely welcomed by the companies and the stakeholders.

What provisions are provided under the Companies Act, 2013, for holding AGM?

Section 96 of the Companies Act, 2013 specifies the provisions related to holding of AGM. It provides that except in the case of the first Annual General Meeting, a Company has to hold AGM within six months period from the date of closing of the financial year. In the case of the first AGM, the company must convene such a meeting within nine months from the date of closing of the first financial year. A Company may hold its AGM by providing 21 days advance notice to all its members. Under the Companies Act 2013, a company must hold its Annual General Meeting within six months from the closing of the previous financial year, and it must not be held beyond 15 months of the last AGM.

Need for such relaxation on holding of AGM

The relaxations in the AGM rules were entirely necessary, and the government took cognizance of the seriousness of the matter and eased the rules. The way things have unfolded in the last one month due to the pandemic Covid-19, the Government considered the request of many companies for leniency in the AGM rules. The pandemic has caused an unprecedented situation in the country where the whole country is following social distancing and lockdown. In such a situation, it is a tedious task for companies to hold Annual General Meetings. Therefore, considering the requests of the stakeholders and the hardship caused by the pandemic, the ministry set out the circular of relaxation on holding of AGM.

Essential elements of the circular issued by MCA

• After receiving many representations from stakeholders with respect to holding of AGM for companies whose financial year, other than the first financial year, ended on December 31^st, 2019 the relaxation was given to such companies to hold their AGM within a period of nine months from the closing of the financial year that is by September 30^th, 2020.
• Holding such AGM as per the relaxation issued by the government will not be viewed as a violation of the law under the Companies Act 2013.
• The references to the due date of Annual General Meeting or the date by which such meetings should have been held under the Act or rules made under shall construed accordingly.
• These steps are due to social distancing norms and subsequent restrictions linked thereto.

Conclusion

Under the Companies Act 2013, companies are required to hold an AGM within six months from the closing of the previous financial year, and it must not be held 15 months beyond the last AGM, but in these tough times, the relaxation on holding of AGM is highly appreciable. Now it allows the company to hold the AGM within nine months from the closure of the financial year. This won’t amount to a violation. However, it must be noted that the relaxation is for the companies whose financial year, other than the first financial year, ended on December 31^st, 2019.

The official notification in this regard is as follows: