AGM through VC or other OAVM for FY 2019-20

Annual General Meeting (AGM) through Video Conferencing (VC) or other Audio Visual Means (OAVM) for FY 2019-20

In view of the difficulties faced by the stakeholders on account of threat posed by Covid-19, MCA on 05.05.2020 has come up with Circular No. 20/2020, allowing companies to conduct AGM through VC or OAVM, beneath are some FAQs on the same:

Companies providing facility of E-voting under Section 108 are:

Companies which has listed its Equity shares on recognized Stock Exchange and every company having not less than 1000 members can provide the facility of E-voting to its members.

• Which Companies can hold AGM through VC or OAVM?

• Whether Special Business is allowed to be transacted?

Only those special business which are of unavoidable nature are allowed to be transacted in AGM through VC or OAVM.

• How to dispatch the physical copies of Financial Statements?

Send email to the members, trustees for the debenture-holder of any debentures, and to all other persons so entitled under act.

• How to pay Dividend to shareholder?

Companies shall make payment through the Electronic Clearing Service (ECS). For shareholders, whose bank accounts are not available, company shall dispatch the dividend warrant/cheque to such shareholder by post.

• How to ascertain the Quorum of AGM?

Members present through VC or OAVM shall be counted for the purpose of Quorum under Section 103 of the Act.

• Appointment of Proxy?

 No appointment of proxy will be allowed.

• Appointment of Authorized Representative?

Authorized representative can be appointed on behalf of President, Governors or Body Corporate as per Section 112 and 113 of the Act.

• Need to comply with the other provisions during VC or OAVM?

Companies shall ensure that all other compliances relating to general meetings viz making of disclosures, inspection of related documents/registers by members, or authorizations for voting by bodies corporate, etc. are made through electronic mode.

• How to send the Notice of AGM?

• What must be the minimum strength of VC or OAVM Meeting?

• Exclusions from first-come-first basis?

1. Large Shareholders (shareholders holding 2% or more shareholding)

2. Promoters

3. Institutional Investors

4. Directors

5. Key Managerial Personnel

6. Chairperson of Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee.

7. Auditors

• Time of Joining the Meeting?

The facility of joining shall be kept at least 15 minutes before the time scheduled and close till expiry of 15 minutes after schedule time.

• Filings of Resolutions with ROC?

All resolutions shall be filed with the ROC within 60 days after the meeting, clearly indicating that all the provisions provided under Act, Rules and the circular have been complied with.

About the Author

Author is Divya Goel, ACS working as Assistant Manager- Company Secretary with Neeraj Bhagat & Co. Chartered Accountants, a Chartered Accountancy firm helping foreign companies in setting up business in India and complying with various tax laws applicable to foreign companies while establishing their business in India.