MCA Update: Clarification on holding of Annual General Meeting (AGM) virtually till 31st December, 2021

• Ministry of Corporate Affairs ("MCA"), on 5th May 2020 by notification, has allowed to hold Annual General Meeting ("AGM") through video conferencing/ other audio visual means ("VC/OAVM") till December 31, 2021 for the companies whose AGM were due to held in the year 2020 or 2021.

• In that regard, MCA clarified that above circular is relaxation to companies to hold AGM through VC/OAVM Mode and not an extension to hold AGM beyond regulatory timelines. 

• It means that in cases, where companies allowed by authorities to hold AGM for the year 2020 in the year of 2021, the company may hold so virtually through VC/OAVM mode. Compulsion of holding AGM physical mode is not mandatory.

• MCA further clarified that companies which have not followed regulatory timelines are liable for legal action.

• To read MCA General Circular No. 2/2021 dated January 13, 2021, please click here.

• Important Note: This write-up is mere expression of views of Author; before actual implementation consultation with advisors is highly recommended. Author of this Article shall not be responsible directly or indirectly or in any other manner for any damage that may cause to any party while implementation. Reproduction of this write-up in full or part (including hosting on any app/website) is permissible with the prior written consent of author only. All rights reserved.

Funds used by companies for Covid-19 vaccination awareness program on is an eligible CSR activity.

• Ministry of Corporate Affairs ("MCA"), on 13th January 2021 by notification, clarified that funds used by companies for carrying out awareness programs/ campaigns or public outreach campaigns is an eligible Corporate Social Responsibility ("CSR") activity under Companies Act, 2013.

• Activities relating to CSR governed under Section 135 read with Schedule VII of the Companies Act, 2013. Under the same schedule item no. 1, 2 and 12 deals with promotion of health care, including preventive health care and sanitisation; under which these Covid-19 vaccination promotion activities also included as eligible CSR activities.

• MCA further clarified that this clarification is in continuation of General Circular, dated March 30, 2020. To read MCA Notifcation dated January 13, 2021, please click here.

• Important Note: This write-up is mere expression of views of Author; before actual implementation consultation with advisors is highly recommended. Author of this Article shall not be responsible directly or indirectly or in any other manner for any damage that may cause to any party while implementation. Reproduction of this write-up in full or part (including hosting on any app/website) is permissible with the prior written consent of author only. All rights reserved.

List of SEBI circulars effective from January 1, 2021.

MCA Update: Extensions and Clarification from Ministry of Corporate Affairs (MCA)

MCA Extensions: 

1. With respect to conducting Board Meetings through Video Conference ("VC")/Other Audio Visual Means ("OAVM") for approving financial statement and other restricted items by Companies (Meetings of Board and its Powers) (Fourth Amendment), Rules, 2020, till June 30, 2021

- To read MCA Circular please click here

2. With respect to conducting Extra-ordinary General Meetings through VC or OAVM or transact items through postal ballot in accordance with the framework provided in the earlier MCA Circulars upto June 30, 2021

- To read MCA Circular please click here

MCA Clarification: 

1. There is no change in the additional fee rational w.r.t. Annual Return AOC-4, AOC-4 CFS, AOC-4 XBRL, AOC-4 NBFC and MGT-7 for the financial year 2019-2020 w.e.f. 1st January, 2021.

2. Hence, the due date of form filing shall be computed based on the actual date of Annual General Meeting or due date/ extended due date of AGM as it may applicable.

3. It has further added that starting from January, 2021 additional fees shall be applicable from the actual date of AGM or due date/extended due date of AGM + 30/60 days as the case may be and  INR 100 per day shall be charged starting from such day even if such date falls prior to 31st December 2020

Source: www.mca.gov.in