CCM extends time for holding AGMs and lodgement of financial statements

On 27 January 2021, the Companies Commission of Malaysia (‘CCM’) issued a fourth revised Practice Directive No. 6/2020 (‘PD6/2020 (Rev. 4)’).
 
PD6/2020 (Rev. 4) replaces the CCM’s third revised Practice Directive No. 6/2020 issued on 22 October 2020 (‘PD6/2020 (Rev. 3)’). In essence, PD6/2020 (Rev. 4) extends the deadline for a company to hold its annual general meeting (‘AGM’) and to circulate and lodge its financial statements and related reports (collectively ‘FS’).
 
Extension of time to circulate and lodge FS
 
The key points of PD6/2020 (Rev. 4) are summarised below:
 
  1. The 90-day period under paragraph 12(b) for a company to lodge its FS now applies to a company that has a financial year ending after “31 August 2019 to 31 July 2020”, thus extending the end-date stated in PD6/2020 (Rev. 3) by four months from 31 March 2020;1
  1. The 90-day period under paragraph 12(ba) for a company to circulate its FS now applies to a company that has a financial year ending after “31 August 2019 to 31 July 2020”, thus extending the end-date stated in PD6/2020 (Rev. 3) by four months from 31 March 2020;2
  1. Although blanket approval for the extension has been given under paragraph 12, an affected company is required to lodge an application with the Registrar in the form of Appendix C of PD6/2020 (Rev. 4);3  
  1. The application has to be submitted by email to eot2021@ssm.com.my;4
  1. The following new paragraphs have been added:
  1. Paragraph 14E which, inter alia, provides that only a company having its financial year ending after 31 March 2020 to 31 July 2020 can submit an application to the Registrar by 31 March 2021; and
  1. Paragraph 14F which, inter alia, states that if the last day of the period of time that the FS were supposed to be lodged with the Registrar or the approved extended period of time by the Registrar for the lodgement of the FS ends after 31 December 2020 to 31 March 2021, the company will not be subject to late lodgement fees if the FS are lodged between 27 January 2021 to 31 March 2021.5
Extension of time to hold AGM
 
Paragraph 12(a) of PD6/2020 (Rev. 3) is not affected by the amendments effected under PD6/2020 (Rev. 4). Thus, the invocation by the Registrar of his powers under section 340(4) of the Companies Act 2016 (‘CA 2016’) to grant a 90-day extension of time to a company affected by the movement control order to hold its AGM remains in place. This is confirmed by Appendix C of PD6/2020 (Rev. 4) which requires an applicant, where applicable, to insert the last date for holding its AGM and the date for holding the AGM after a 90-day extension has been granted.
 
Deemed compliance
 
A new Paragraph 14G in PD6/2020 (Rev. 4), inter alia, provides that for the purposes of Paragraph 14F, a company is deemed to have complied with the required time frame under Sections 258 and 340 of the CA 2016 if it lodges the FS with the Registrar during the period from 27 January 2021 to 31 March 2021.
 
Comment
 
The extension of time granted by the CCM under PD6/2020 (Rev. 4) for holding an AGM and lodging FS will be welcomed by companies which have encountered difficulties in complying with the timeframes set out in the CA 2016 due to the movement control orders that have been implemented since 18 March 2020.
 
Alert prepared by Rachel Ten (Senior Associate) of Skrine.
 

1 Under PD6/2020 (Rev. 3), this measure applied to a company having a financial year ending after 31 August 2019 to 31 March 2020.
2 Under PD6/2020 (Rev. 3), this measure applied to a company having a financial year ending after 31 August 2019 to 31 March 2020. 
3 Appendix C of PD6/2020 (Rev. 4) replaces Appendix B of PD6/2020 (Rev. 3). Appendix C requires the applicant to provide more detailed information than the previous Appendix B.
4 The email address in PD6/2020 (Rev. 3) was eot2021@ssm.com.my.
5 Paragraphs 14C and 14D of PD6/2020 (Rev. 3) have been deleted.