Holding of Annual General Meeting (AGM) through Video Conferencing (VC) or other Audio-Visual Means (OAVM)

07 May 2020

Holding of Annual General Meeting (AGM) through Video Conferencing (VC) or other Audio-Visual Means (OAVM)

In view of the prevailing conditions in the country due to outbreak of COVID-19, MCA vide its Circular dated May 5, 2020 has allowed companies to conduct their AGM through VC or OAVM during the calendar year 2020, subject to fulfillment of the following requirements:

BASIS Companies required to provide facility of E-voting

Matters to be transacted at AGM

Other than ordinary business, only those items which are considered to be unavoidable by the Board shall be transacted at such meeting

Circulation of Financial Statements and Reports of Auditors  and Board or other documents required to be attached therewith

Such statements shall be sent only through email to the members, trustees for the debenture holders of any debentures issued by the company and to all other persons so entitled

Publication of newspaper advertisement

Before sending notice of AGM and copies of financial statements, etc. a public notice by way of advertisement to be published at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated and having a vide circulation in that district and at least once in English language in an English newspaper (preferably both newspapers having electronic edition) specifying the following information.

  1. statement that the AGM will be convened through VC or OAVM
  2. date and time of the AGM;
  3. availability of notice of the meeting on the website of the company and the stock exchange, in case of a listed company;
  4. the manner in which the members who are holding shares in physical form or who have not registered their email addresses with the company can cast their vote through remote e-voting or through the e-voting system during the meeting;
  5. the manner in which the persons who have not registered their email addresses with the company can get the same registered with the company;
  6. the manner in which the members can give their mandate for receiving dividends directly in their bank accounts through Electronic Clearing Service (ECS) or any other means;
  7. any other detail considered necessary by the company

Dispatch of dividend warrants

If the company is unable to pay the dividend to any shareholder by the electronic mode, due to non-availability of the details of the bank account, the company shall upon normalization of the postal services, dispatch the dividend warrant or cheque to such shareholder by post

Meeting with physical presence of Members in some cases

In case the company has received permission from the relevant authorities to conduct its AGM at its registered office, or at any other place as provided under Section 96 of the Companies Act, 2013, after following any such advisories issued from the authorities, company may in addition to holding of meeting with physical presence of some members, also provide the facility of VC or OAVM, so as to allow other members of the company to participate in such meeting.

All members who are physically present in the meeting as well as the members who attend the meeting through the facility of VC or OAVM shall be reckoned for the purpose of quorum under section 103 of the Act. All resolutions shall continue to be passed through the facility of e-voting system.

Conduct of AGM

For companies which are required to provide e-voting facility:  Such companies are entitled to conduct their AGM through VC or OAVM

For companies which are not required to provide e-voting facility: Only those companies which have in its records, the e-mail address of at least half of its total number of members, who:

  1. in case of a Nidhi company, hold shares of more than one thousand rupees in face value or more than one per cent of the total paid-up share capital, whichever is less;
  2. in case of other companies having share capital, who represent not less than seventy-five per cent of such part of the paid-up share capital of the company as gives a right to vote at the meeting;
  3. in case of companies not having share capital, who have the right to exercise not less than seventy-five per cent of the total voting power exercisable at the meeting.

Such companies shall take all reasonable steps to register the e-mail ID of all persons who have not registered their  e-mail addresses with the company.

In addition to the above, the following framework provided in MCA Circular dated April 8, 2020 and April 13, 2020 related to conduct of extra-ordinary general meeting for transacting urgent matters shall be applicable mutatis-mutandis for conducting AGM:

  • Meeting to be conducted through video conferencing or audio visual means and the recorded transcript to be kept in safe custody of the company and also posted on website (if any) in case of public company;
  • Mechanism shall provide for participation of at least 1000 members (500 members in case of companies which are not required to provide the facility of e-voting) and concurrent posting of questions or advance submission of questions on a respective e-mail ID of the company;
  • Attendance of members participating in the meeting through video conferencing or other audio visual means to be counted for the purpose of quorum
  • Chairman of the meeting shall be chosen in following manner:
    1. For less than 50 members present at meeting: Follow section 104 of Companies Act, 2013 i.e. unless Articles provides otherwise, by show of hands amongst members personally present, or by poll, if demanded
    2. All other cases: by poll conducted through e-voting;
  • For companies which are required to provide the facility of e-voting, Chairman to ensure facility of e-voting remains available for poll conducted in the meeting, depending on no. of members present:
    • For less than 50 members present at meeting: voting may be conducted either through the e-voting system or by a show of hands, unless a demand for poll is made;
    • All other cases: through e-voting;
  • Provision relating to proxies shall not be available but representatives shall be allowed;
  • Auditor or his qualified representative of the Company and at least one Independent Director (where the company is required to appoint one) is required to attend the meeting;
  • Notice shall define complete mechanism for the conduct of meeting in compliance with this Circular;
  • All the resolutions passed using this mechanism to be filed with Registrar within 60 days of the meeting indicating the mechanism defined in circular and all provisions of Act and rules are complied with.

The companies conducting their AGM through e-voting shall ensure that all other compliances associated with the provisions relating to general meetings viz. making of disclosures, inspection of related documents/ registers by members, or authorizations for voting by bodies corporate, etc. as provided in the Companies Act, 2013 and the articles of association of the company are made through electronic meeting.

MCA vide its Circular dated April 21, 2020 had provided that the AGM for the companies whose financial year ended on December 31, 2019 (other than first financial year) can be held within 9 months from closure of financial year. Companies which are not covered by this Circular and which are unable to conduct their AGM in accordance with the framework as provided above, have been directed by MCA to make application for extension of AGM at a suitable point of time before the concerned Registrar of Companies under Section 96 of the Companies Act, 2013.

Companies that are neither covered in circular providing for Companies having FY ending on December 31, 2019 conduct of AGM till September 30, 2020 nor are able to conduct AGM through above framework are advised to apply for extension of AGM.

Source: http://www.mca.gov.in/Ministry/pdf/Circular20_05052020.pdf

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