MCA Guidelines for holding AGM through video conferencing and other audio visual means.
MCA General Circular 20/2020 dated 05/05/2020: Clarification on holding of annual
general meeting (AGM) through video conferencing (VC) or other audio-visual
means (OAVM)
Para: 3. The
matter has been further examined and it is stated that in view of the
continuing restrictions on the movement of persons at several places in the
country, it has been decided that the companies be allowed to conduct their AGM
through video conferencing (VC) or other audio-visual means (OAVM), during the
calendar year 2020, subject to the fulfilment of the following requirements:
A. For companies which are required to
provide the facility of e-voting under the Act, or any other company which has
opted for such facility –
i. The framework
provided in para 3 -A of EGM Circular — I and the manner and mode of issuing
notices provided in sub-para (i)-A of EGM Circular — Il shall be applicable
mutatis mutandis for conducting the AGM
ii. In such
meetings, other than ordinary business, only those items of special business,
which are considered to be unavoidable by the Board, may be transacted.
iii. In view of
the prevailing situation, owing to the difficulties involved in dispatching of
physical copies of the 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, and to all other persons so entitled.
iv. Before
sending the notices and copies of the financial statements, etc., 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, and specifying
in the advertisement the following information:-
a. statement that the AGM will be convened through VC or OAVM in
compliance with applicable provisions of the Act read with this Circular;
b. the date and
time of the AGM through VC or OAVM;
c. availability
of notice of the meeting on the website of the company and the stock exchange,
in case of a listed company;
d. 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;
e. the manner in
which the persons who have not registered their ema I address with the company
can get the same registered with the company;
f. the manner in
which the members can give their mandate for receiving dividends directly in
their bank accounts through the Electronic Clearing Service (ECS) or any other
means;
g. any other
detail considered necessary by the company
v. In case, 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 service dispatch the dividend
warrant/cheque to such shareholder by post.
vi. 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 as provided under section
96 of the Act, after following any advisories issued from such authorities, the
company may in addition to holding such 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.
B. For companies which are not required
to provide the facility of e-voting under the Act-
i. 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-
a. 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 shar capital, whichever is less;
b. in case of
other companies having share capital, who represent no less than seventy-five
per cent. of such part of the paid-up shar capital of the company as gives a
right to vote at the meeting;
c. 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.
ii. The company shall take all necessary
steps to register the email addresses of all persons who have not registered
their email addresses with the company
iii. The
framework provided in para 3-B of EGM Circular – I and the manner and mode of
issuing notices provided in sub-para (i)-B of EGM Circular Il shall be
applicable mutatis mutandis for conducting the ACM
iv. In such meetings, other than ordinary
business, only those items of special business, which are considered to be
unavoidable by the Board, may be transacted.
v. Owing to the
difficulties involved in dispatching of physical copies of the financial
statements (including Board’s report, Auditor’s report or the documents
required to be attached therewith), such statements shall be sent only by email
to the members, trustees for the debenture-holder of an debentures issued by
the company, and to all other persons so entitled
vi. The companies
shall make adequate provisions for allowing the members to give their mandate
for receiving dividends directly in their bank account through the Electronic
Clearing Service (ECS) or any other means. For shareholders, whose bank
accounts are not available, company shall upon normalization of the postal
services, dispatch the dividend warrant/cheque to such shareholder by post.
Para 4. The companies
referred to in paragraphs 3 (A) and (B) above, 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 Act and
the articles of association of the company are made through electronic mode.
5. The companies
which are not covered by the General Circular No. 18/2020, dated 21.04.2020 and
are unable to conduct their AGM in accordance with the framework provided in
this Circular are advised to prefer applications for extension of AGM at a
suitable point of time before the concerned Registrar of Companies under
section 96 0 the Act.
