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

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.