MCA has issued Clarification on holding of Annual General meeting through video conferencing or other audio-visual means: ICAI News[Refer MCA General Circular Nos. (i) 20/2020 dated 5th May, 2020 (AGM Circular), (ii) 14/2020, dated 08.04.2020 (EGM Circular – I) and (iii) 17/2020 dated 13.04.2020 (EGM Circular – ll)]
Section 96 (2) of the Companies Act, 2013 (the Act) requires that every annual general the meeting shall be called and shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated subject to the conditions.
However, the Ministry of Corporate Affairs (the MCA) has allowed companies to hold an annual general meeting (AGM) in a manner similar to the one provided in, which deal with the conduct of extraordinary general meeting (EGM) and by virtue of the same, the companies have been allowed the holding of annual general meeting (AGM) through video conferencing (VC) or other audiovisual means (OAVM).
Further, companies whose financial year ended on 31st December 2019, have already been allowed to hold their AGM by 30th September 2020 as per General Circular No. 18/2020 dated 21.04.2020.
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 audiovisual means (OAVM), during the calendar at the year 2020, subject to the fulfillment of the following requirements:
A. Companies where e-voting is required
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 – II shall be applicable for conducting the AGM. (Please refer our Announcement of EGM).
ii. In AGM, besides ordinary business, any special business. If unavoidable shall be transacted.
iii. Financial statements (including Board’s report, Auditor’s report, or other documents required to be attached therewith), shall be sent by email to members and the other persons entitled to receive.
iv. Before sending the notices and copies of the financial statements, etc., public notice by way of the advertisement be published at least once in a vernacular language and in the English language in respective language newspaper mentioning therein:
- A statement that the AGM will be convened through VC / OAVM as per applicable legal prescriptions.
2) The date and time of the AGM through VC / OAVM
3) Availability of notice of the meeting on the website of the company (on the stock exchange by listed entities)
4) For members who are holding shares in physical form or who have not registered their email addresses with the company – stating they can cast vote through e-voting/remote e-voting.
5) Manner for registration of unregistered members for registration
6) Manner to mandate receiving dividends directly in member’s bank account.
v. The company, upon normalization of the postal services, is allowed to dispatch the dividend warrant/cheque by post for dividend remaining unpaid.
vi. Where Company has received permission to conduct AGM physically, then the persons attending such meetings physically as well as persons attending the meeting through VC/OAVM shall be reckoned for the purpose of quorum. All resolutions shall continue to be passed through the facility of the e-voting system.