Holding AGM through Video Conferencing or Other Audio Visual Means

During this time of Covid-19 pandemic, Ministry of Corporate Affairs has provided many relief in the form of extension of due dates and certain exemptions from rigid procedure to Companies and LLPs. In this article we will cover the implications of new circular no 20/2020 from MCA dated 05.05.2020 on the process of conducting Annual General Meeting by the Companies.

Circulars

General Circular No. 14/2020, dated 08.04.2020 (EGM Circular - l)

General Circular No. 17/2020, dated 13.04.2020 (EGM Circular - ll)

General Circular No. 18/2020, dated 21.04.2020

General Circular No. 20 /2O2O, dated 05.05.2020

General Requirement for Conducting AGM through VC/OAVM

  • Recorded transcript of the AGM held through VC/OAVM shall be maintained in safe custody of the Company.
  • Convenience of persons residing in different time zone area shall be kept in mind before scheduling meeting.
  • Allow facility for two way teleconferencing or webex for the ease of member’s participation.
  • Video conferencing facility must have capacity of 1000 member’s atleast on first-come-first-served basis.

Large shareholders(holding atleast 2% or more shareholding), promoters, institutional investors, directors, KMPs, chairperson of Audit committee, Nomination and Remuneration Committee, Stakeholders Committee, auditors, e.t.c, shall be allowed to attend meeting without restriction of first-come-first-served principle.

  • Time period of 15 minutes before starting and closing of the meeting shall be privded for joining the meeting.
  • Facility of remote e-voting shall be given before the actual date of the meeting.
  • Attendance of members through VC/OAVM shall be counted for Quorum.
  • Members who cast their vote through e-voting shall not cast their vote again in the meeting through voting or showoff hands.
  • Chairman for the meeting shall be appointed in the following manner:-
  1. If members present in the meeting are less than 50 in numbers than chairman is appointed as per section 104 of the Companies Act, 2013 i.e. by show of hands.
  2. If members present in the meeting are more than 50 in numbers than chairman is appointed by poll conducted through e-voting during the meeting.
  • During the meeting, voting shall be conducted in the following manners:-
    • If members present in the meeting are less than 50 in numbers than voting shall be conducted through e-voting system or show of hands.
    • If members present in the meeting are more than 50 in numbers than voting shall be conducted through e-voting system.
  • Proxy is not allowed to attend the meeting.

However under section 112 & 113 of the Companies Act, 2013, representatives of the members may be appointed for the purpose of participation and voting through remote e-voting.

  • Atleast 1 Independent Director, if required to appoint, shall attend such meeting.
  • Auditor or his authorized representative shall attend such meeting.

General Requirement for Conducting AGM through VC/OAVM for Companies which are not required to provide the facility of e-voting.

AGM may be conducted through the facility of VC or OAVM only by a company which has in its records, the email addresses of at least half of its total number of members, who –

  1. In case of a Nidhi, 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.

Sending of Notice of AGM

  • Notice for the AGM shall disclose the clear instructions on how to access and participate in the meeting.
  • Notice of the AGM shall be provided to members only through e-mails registered with the company or with the depository participant/depository.
  • A public notice by way of advertisement 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 wide circulation in that district, and at least once in English language in an English newspaper having a wide circulation in that district, preferably both newspapers having electronic editions.
  • Notice shall be available on Company Website and on stock exchange.
  • Notice of the AGM shall also disclose helpline numbers through registrar & transfer agent, technology provider for shareholder assistance.
  • If notice has been issued prior to this circular than the mentioned framework shall be adopted in the AGM, in case consent from shareholders is required than fresh notice of shorter duration shall be issued consequently.

Sending of Financial statement

Financial statements (including Board's report, Auditor's report or other documents required to be attached therewith), such statements shall be sent only by email to the members, trustees for the debenture-holder of any debentures issued by the company.

Company receive permission from the relevant Authorities

In case, the company has received the permission from the relevant authorities to conduct its AGM at its registered office, or at any other place, the company may in addition to holding such meeting with physical presence of some members, also provide the facility of VC or OAVM.

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 Companies act.,2013.

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