MCA vide circular dated 05th May, 2020 allowed the Companies to conduct their AGM through video conferencing during the calendar year 2020 (up to 31st December, 2020), subject to the fulfillment 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-
- The framework, manner and mode of issuing notices provided MCA Circulars dated 08.04.2020 and 17.04.2020 for EGM shall be applicable mutatis mutandis for conducting the AGM.
- 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.
- The copies of the financial statements (including Board’s report, Auditor’s report or other documents) shall be sent only by email to the members.
- Before sending the notices and copies of the financial statements, etc., a public notice by way of advertisement be published in newspaper in prescribed manner with prescribed information’s.
- The Company can conduct AGM through physical presence of members at registered office after receiving permission from relevant authorities and also provide facility of Video Conferencing. All members who are physically present in the meeting as well as the members who attend the meeting through the Video Conferencing shall be reckoned for the purpose of quorum.
B. For companies which are not required to provide the facility of e-voting under the Act-
- AGM may be conducted through the facility of Video Conferencing only by company which has in its records, the email addresses of at least half of its total number of members, who represent not less than seventy-five per cent. of such part of the paid-up share capital of the company as gives a right to vote at the meeting.
- The framework, manner and mode of issuing notices provided MCA Circulars dated 08.04.2020 and 17.04.2020 for EGM shall be applicable mutatis mutandis for conducting the AGM.
- 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.
- The copies of the financial statements (including Board’s report, Auditor’s report or other documents) shall be sent only by email to the members.
- The companies 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 authorization for voting by bodies corporate, etc as provided in the Act and the articles of association of the company are made through electronic mode.
- The companies which are not covered by the General Circular No. 21.04.202 i.e. Companies whose financial year ended on 31st December, 2019 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 of the Act.
Link for sources:
https://taxguru.in/company-law/mca-clarifies-holding-digital-agm-through-vc-oavm.html
(Written by CS Brajesh Kumar and can be contacted at [email protected])
DISCLAIMER: The information given in this document has been made on the basis of the provisions of the Companies Act, 2013 and Rules made thereunder. It is based on the analysis and interpretation of applicable laws as on date. The information in this document is for general informational purposes only and is not a legal advice or a legal opinion. You should seek the advice of legal counsel of your choice before acting upon any of the information in this document. Under no circumstances whatsoever, we are not responsible for any loss, claim, liability, damage(s) resulting from the use, omission or inability to use the information provided in the document.
Author Bio
