Monday, August 24, 2020

Application to ROC for Extension of AGM (Form GNL-1)

We have drafted an application format for filing in Form GNL-1 with the ROC so as to seek an extension for holding the AGM in case your company's financial statements are not prepared to be signed in September, 2020 due to delays that may be attributed to the coronavirus spread. We had written about it here. This has to be filed in e-Form GNL-1.



The Registrar of Companies (RoC) 

NCT of Delhi & Haryana

Subject: Request for Extension of Annual General Meeting 2020

Dear Sir/Mam,

The ___th Annual General Meeting of the Members of the Company in respect of the year ended on 31st March, 2020 is required to be held on or before 30 September, 2020. The company is not in a position to hold its Annual General Meeting within the stipulated time period.

Despite the Company's best efforts to complete its books of accounts for FY 2019-20 in time for the statutory audit to be conducted, the spread of the Corona virus (COVID-19) pandemic has left the company's staff and officers in the lurch, and they have not been able to spend adequate time from their homes on completing the accounting records, all of which lay physically in the office location and the access to which is not available remotely to the staff.

The nationwide lockdown announced by the government w.e.f. 25th March, 2020, extended multiple times vide various orders of the Ministry of Home Affairs, Government of India, leading up to the 30th of June, 2020, has put the company's operations on a backlog of completion by 3 months.

Even after the restrictions were lifted in a few places, including the place of the company's registered office/corporate office, the employees of the company, who belong to other parts of the country, could not make it back to work in time for such work to be completed. This is partly due to suspension of public transportation between cities and various other restricting factors put in place by local governing bodies to contain the spread of the virus.

Despite the opening of commercial establishments and offices, due to non-running of the Metro rail and limited plying of buses, our employees are still unable to report to work on an everyday basis. 

While we are in the process of digitizing our records and are making all efforts to have our accounting function be managed remotely, we understand that to complete the books of accounts to the satisfaction of the auditors, we would need at least three months time.

Our Board of Directors have passed the following resolution in its Board Meeting dated __ August, 2020.

“RESOLVED THAT pursuant to the provisions of Section 96 and other applicable provisions, if any, of the Companies Act 2013, the Company shall hereby make an application to the Registrar of Companies, NCT of Delhi & Haryana, for extension of the time for holding the Annual General Meeting (AGM) for the FY 2019-20 by a period of three months from the last date on which the AGM of the Company should have been held." 

“RESOLVED FURTHER THAT any Director of the Company and Company Secretary of the Company be and are hereby severally authorized to sign and file application with the Registrar of Companies and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution.” 

We, therefore, humbly request you to grant us the necessary extension for convening the AGM so that we can aim to hold the Board Meeting for approving the financial statements by the first week of December, and hold the AGM before 31st December, 2020.

Thanking you.

For XYZ Business Pvt. Ltd.