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Big confusion in Dates of AGM and CFSS Scheme

CS Shivam Singhal 
on 17 October 2020

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As we know that, the Registrar has already given the extension for three months in the date of AGM through their respective General Orders dated 8th September 2020. Now, it depends on the company whether they want to avail this relaxation or not. However, the following details relating to dates of AGM which are mandatory to provide in Form AOC-4 might be debatable:

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Due date of AGM: Can I say that ‘Due date of AGM is 30th September 2020', Whether this Statement is Correct?

Let's first understand the provisions of AGM, according to section 96 of the Companies Act, 2013, every company shall hold its AGM within 6 months of the close of the financial year, with an interval of not more than 15 months between two successive AGMs.

Big confusion in Dates of AGM and CFSS Scheme

The period of 6 months and an interval of 15 months should be read harmoniously and both conditions should be fulfilled before find out the due date of AGM. Let's understand the due date with the following examples:

Date of Last AGM

Within 6 months of the close of the financial year

Last date of the interval of 15 months

Due date of AGM

01st June 2019

30th September 2020

31st August 2020

31st August 2020

16th June 2019

30th September 2020

15th September 2020

15th September 2020

01st July 2019

30th September 2020

30th September 2020

30th September 2020

01st August 2019

30th September 2020

01st October 2020

30th September 2020

30th September 2019

30th September 2020

31st December 2020

330th September 2020

Due date of AGM after granting of extension: Can I say that ‘Company can hold its AGM by 31st December 2020 due to extension given by the Registrar'. Whether this Statement is Correct?

Let's first understand the provisions of extension of AGM, according to section 96 of the Companies Act, 2013, the aforesaid period of 6 months and interval of 15 months may be extended by a period not exceeding 3 months with the prior approval of the Registrar of Companies.

Now, let's understand the due date of AGM (after the grant of extension) with the following examples:

Due date of AGM

Due date of AGM (after the grant of extension)

Date of AGM held

Remarks

31st August 2020

30th November 2020

31st August 2020

AGM is held within the due date of AGM. So, no need to attach a copy of the ROC order with Form AOC-4.

31st August 2020

30th November 2020

30th September 2020

AGM is held after the date of AGM and the copy of the ROC order will attach with Form AOC-4.

31st August 2020

30th November 2020

31st December 2020

It is clearly the contravention of section 96 and the company & officers who are in default will be liable for penal provision u/s 99.

30th September 2020

31st December 2020

30th September 2020

AGM is held within the due date of AGM. So, no need to attach a copy of the ROC order with Form AOC-4.

30th September 2020

31st December 2020

15th October 2020

AGM is held after the date of AGM and the copy of the ROC order will attach with Form AOC-4.

30th September 2020

31st December 2020

31st December 2020

AAGM is held after the date of AGM and the copy of the ROC order will attach with Form AOC-4.

 

So, be careful at the time of filling the due dates of AGM in Form AOC-4. Company/officer who is in default/practicing professionals might be liable for penal provisions under sections 448 and 449 which provide for punishment for false statement/certificate and punishment for false evidence respectively.

Company Fresh Settlement Scheme (CFSS): According to section 137, a copy of the financial statement shall be filed with the Registrar within 30 days of the date of AGM in Form AOC-4. However, MCA vide Circular No. 12/2020 dated 30th March 2020 launched a scheme to waive off the additional fees for delay filing of any form (except charges related forms and Form SH-7) in the MCA-21 registry. However, the company will have to apply for the immunity for such delay filings in Form CFSS-2020 after the closure of the scheme. The last date of the scheme is 31st December 2020.

 

Date of AGM held

Last date of filing of Form AOC-4

The actual date of filing of Form AOC-4

Immunity in Form CFSS-2020

31st August 2020

29th September 2020

25th September 2020

No

31st August 2020

29th September 2020

31st December 2020

Yes

30th September 2020

29th October 2020

29th October 2020

No

30th September 2020

29th October 2020

31st December 2020

Yes

31st December 2020

29th January 2021

29th January 2020

No

31st December 2020

29th January 2021

02nd February 2020

Additional fees will be levied, as the last date of CFSS is 31st December 2020


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