The practice of holding Annual General Meetings (AGMs) through video conferencing gained prominence during the COVID-19 pandemic. However, as circumstances change, businesses seek clarity on whether they can continue this practice. This article delves into the guidelines for conducting AGMs through video conferencing for the financial year 2022-23, addressing extensions, eligibility, transcripts, and other crucial aspects.
Annual General Meeting:
As there are no provisions under the Companies Act in relation to holding of AGM through Video Conferencing. First time to facilitate, the companies and businesses in India, The Ministry of Corporate Affairs (MCA) has now allowed companies to hold their Annual General Meeting (AGM) by Video Conferencing (VC) or other audio visual means (OAVM) during the calendar year 2020 amidst the COVID-19 crisis.
MCA has issued a circular dated May 05, 2020 ‘AGM Circular in line with the relaxations provided under the EGM Circulars to hold AGMs through VC/ OAVM.
However, as today there is no situation like COVID. So the first question arise.
Que 1: Whether companies can hold their AGM through video conferencing for the FY ended March 31, 2023?
Ans 1: As there is no situation like COVID in 2023, However, MCA has still issued one circular on December 28, 2022, and allowed companies to hold their AGM for the FY ended March 31, 2023, through video conferencing. Condition if Companie holds their AGM on or before September 30, 2023.
Que 2: if the company holds an AGM after September 30, 2023, by taking an extension from ROC. Whether the company can hold an AGM through VC??
Ans 2: As per the circular, the company can use the video conferencing facility for the AGM only until September 30, 2023. If they hold an AGM after September 30, then there is only one option, i.e., a physical AGM.
Note: It is advisable for all corporations. If you want to hold an AGM through VC due to any circumstance, Hold it on or before September 30.
QUICK BITES:
Que 1: Which Companies can hold AGM through Video Conferencing?
Ans 1: All the Companies (OPC, Small, Private, Public, Listed, Section -8, Nidhi etc) can hold their AGM through Video Conferencing for F.Y. ended 31.03.2023.
Que 2: Whether the Public Sector banks can hold their AGM through Video Conferencing?
Ans 2: As the circular is applicable only on the Companies, therefore the public sector bank can’t hold their AGM through video conferencing.
Que 3: Whether recorded transcript of the meeting is mandatory?
Ans 3: In the case of a Public Company, the recorded transcript of the meeting, shall as soon as possible, be also made available on the website (if any) of the Company.
In case of Private limited Company, it is not mandatory.
Que 4: Whether it is mandatory to hold AGM through VC?
Ans 4: It is choice of Company by which mode they want to hold the AGM. Companies have both the option Physical and Video Conferencing.
Que 5: In case of a Private Limited Company having 2 individual shareholders residing out of India. Whether they can appoint proxy to attend the physical AGM in India?
Ans 5: As per the provisions of the Act, Proxy shall not be counted for quorum. Therefore, individual shareholders can’t complete AGM with the presence of proxy only.
Que 6: Whether proxy can be appointed to attend the AGM conducted through VC?
Ans 6: Proxy are not allowed to attend AGM held through Video conferencing.
Que 7: Which resolution is required to file with the ROC in e-form MGT-14?
Ans 7: All the resolutions (ordinary or Special), passed in accordance with this mechanism shall be filed with the ROC within 60 days of the Meeting.
Que 8: Member attending AGM through VC shall be counted for quorum, or no?
Ans 8: Member attending through VC shall be counted for quorum.
Que 9: Whether a member can attend through Teleconference (without Video?
Ans 9: As per the provision of VC, there should be both the things Audio plus video. A member can’t join only by single mode.
Conclusion: As businesses transition from the pandemic era, the practice of holding AGMs through video conferencing is a relevant topic. This article sheds light on the guidelines for conducting AGMs virtually for FY 2022-23, addressing extensions, eligibility, transcripts, quorum, and more. By understanding these guidelines, companies can make informed decisions regarding their AGM mode, ensuring compliance and effective corporate governance.
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Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com).
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