EGM and AGM through Video Conference (VC) or Other Audio Visual Means (OAVM) under COmpanies Act, 2013
“The Show must Go On ….”
Yes, MCA has made it clear that neither India nor Indian Corporate will stop due to COVID-19 and the show will go on….
As we know that as per Section 96 of the Companies Act, 2013, every Company must hold its Annual General Meeting once in a year wherein the main purpose is to adopt the Audited Accounts and to know the status and progress of the Company.
However, current situation created due to COVID-19 doesn’t allow stepping out and public gathering; therefore MCA has allowed conducting shareholders’ Meeting (AGM and EGM) through VC or OAVM.
The Companies are divided in to two Parts as follows
| Points | PART-A
Companies which are required to provide e-Voting Facility OR Companies which has opted for e-Voting facility (for eg: Listed Companies) |
PART-B
Companies which are NOT required to provide e-Voting Facility (for eg: Un-Listed Companies) |
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| Pre-Requisite for conducting AGM through VC/OAVM | e-Voting facility, updated email & Contact details of the members etc | (I) AGM may be conducted through VC/OAVM Only by those Companies which has email address of its members in their records – in case of
In case of “Nidhi” –shareholders holds more than Rs.1000 or 1% whichever is less (II) The Company shall take all necessary steps to register email address if pending/missing. |
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| Permitted
Agenda |
Ordinary Business as well as such other Special Business which are considered as unavoidable. | Ordinary Business as well as such Special Business which are considered as unavoidable. | ||||
| Dispatch of Notice | A Company must send Notice of the Meeting only at the registered email address of the shareholder available with the Company/ Depository. | A Company must send Notice of the Meeting only at the registered email address of the shareholder available with the Company. | ||||
| Dispatch of
Annual Report |
Dispatch of
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Dispatch of
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| Notice on
Website |
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The Notice shall be prominently displayed on the website of the Company.(if any) | ||||
| Notice to the members who has not registered/ updated their email address | Before dispatch of Annual Report & Notice of AGM, Company to make public advertisement in minimum 2 newspapers (1 vernacular & 1 English newspaper) preferably both newspaper having electronic edition specify following:
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Company to contact all members whose email address is not registered with the Company through telephone or other mode of communication for registering their email address with the Company.
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| Dividend | Dividend is to be paid through ECS mode; however in case in absence of Bank details of the members registered with the Company, the Dividend shall be paid through warrant upon normalization of the postal services. | Dividend is to be paid through ECS mode; however in case in absence of Bank details of the members registered with the Company, the Dividend shall be paid through warrant upon normalization of the postal services. | ||||
| Physical AGM with special permission | In case if the Company has obtained special permission to conduct AGM with physical presence of some members, facility of VC/OAVM for other members to participate is must.
Even in such AGM, all resolutions shall continue to pass through e-Voting facility only. |
In case if the Company has obtained special permission to conduct AGM with physical presence of some members, facility of VC/OAVM for other members to participate is must.
Voting on all resolution shall be as per Voting mentioned hereinbelow. |
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| Maintenance of Records | The recorded transcript SHALL be maintained in safe custody and the recorded transcript shall be made available on the website (if any) of the Company. | The recorded transcript SHALL be maintained in safe custody.
However in case of PUBLIC Companies, the recorded transcript shall be made available on the website of the Company. |
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| Time Zone | As per Section 96(2) the AGM/EGM can be conducted between business hours (9 am to 6 pm) however, considering difference in time zone (where the Company have large shareholders from different part of the world, convenient time may be selected.
(for the limited purpose of VC AGM/EGM – Large shareholder means a shareholder holding more than 2% of the total paid-up capital of the Company, as mentioned in the MCA Circular) |
As per Section 96(2) the AGM/EGM can be conducted between business hours (9 am to 6 pm) however, considering difference in time zone (where the Company have large shareholders from different part of the world, convenient time may be selected.
(for the limited purpose of VC AGM/EGM – Large shareholder means a shareholder holding more than 2% of the total paid-up capital of the Company, as mentioned in the MCA Circular) |
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| Participation | The Company must:
> Large Shareholders (holding morethan 2% of shareholding), > Promoters, > Institutional Investors, > Directors, > KMP, > Chairperson of Audit Committee, NRC and Stakeholders Relationship Committees, > Auditors |
The Company must:
> Large Shareholders (holding morethan 2% of shareholding), > Promoters, > Institutional Investors, > Directors, > KMP, > Chairperson of Audit Committee, NRC and Stakeholders Relationship Committees, > Auditors |
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| Presence of Auditor and Independent Director | At least One Independent Director (if required to appointment) and Auditor (or his Qualified representative) shall attend the Meeting. | At least One Independent Director (if required to appointment) and Auditor (or his Qualified representative) shall attend the Meeting. | ||||
| Participation of Institutional Investors members | The Company must encourage the Institutional Investors members to participate, attend and vote at the meeting. | The Company must encourage the Institutional Investors members to participate, attend and vote at the meeting. | ||||
| Joining Time | The Company should allow joining facility at least 15 minutes BEFORE the schedule time of the meeting and shall keep it open till 15 minutes AFTER the scheduled time of the meeting. | The Company should allow joining facility at least 15 minutes BEFORE the schedule time of the meeting and shall keep it open till 15 minutes AFTER the scheduled time of the meeting. | ||||
| Voting |
(Important to note that MCA vide circular no 17/2020 dated 13th April 2020 replaced PARA IX of the previous MCA Circular No 14/2020 dated 8th April 2020, however PARA VII has not been replaced/amended yet which allows voting by Show of Hands at the meeting of the Companies which are required to provide e-Voting facility.) |
In case of unlisted Companies where less than 50 members are present in a meeting, the Chairman may decide Voting by Show of Hands unless Poll is demanded. | ||||
| Demand for Poll | Where poll is demanded, the process of Poll shall be conducted through e-Voting system available during the meeting. |
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| Quorum | Members participated through VC/OAVM shall be counted for the purpose of quorum as per Section 103 of the Act. | Members participated through VC/OAVM shall be counted for the purpose of quorum as per Section 103 of the Act. | ||||
| Chairman | Unless AOA requires any specifies person as Chairman for the meeting, the Chairman can be appointed as follows:
(a) In case members present are less than 50 – the members shall elect one of themselves to be the Chairman of the meeting. (b) In other case, a Chairman shall be appointed by poll conducted through e-Voting system. |
Unless AOA requires any specifies person as Chairman for the meeting, the Chairman can be appointed as follows:
(a) In case members present are less than 50 – the members shall elect one of themselves to be the Chairman of the meeting (as per Section 104 of the Act) (b) Where poll is demanded, the Chairman shall be appointed by Poll following the process of Poll as mentioned hereinabove. |
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| Proxy | Not Allowed | Not Allowed | ||||
| Representation of Body Corporate | Allowed as per Section 112/113 of the Companies Act, 2013 | Allowed as per Section 112/113 of the Companies Act, 2013 | ||||
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Disclosure in the Notice
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The Notice of AGM/EGM shall have following disclosures:
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The Notice of AGM/EGM shall have following disclosures:
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| Filing with ROC | All resolutions passed in AGM/EGM through VC/OAVM shall be filed within 60 days confirming that the Compliance of MCA Notification, Act and Rules were duly complied with during the meeting. | All resolutions passed in AGM/EGM through VC/OAVM shall be filed within 60 days confirming that the Compliance of MCA Notification, Act and Rules were duly complied with during the meeting. |
DISCLAIMER: The Entire Contents of this document have been prepared on the basis of various circulars issued by MCA recently and based on the relevant provisions and information available at that time and prepared with due accuracy and reliability. But in no event, I will be liable for any damages caused in connection with the use of this information.
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