Conducting & Convening AGM During COVID-19 Crisis

(For companies not required to provide e-voting facility)

AND

(ii)  holding shares of more than rupees 1,000 in face value or more than 1% of the total paid-up share capital, whichever is less

AND

(ii) who represent not less than 75% of such part of the paid-up share capital of the company as gives a right to vote at the meeting

AND

(ii) who have the right to exercise not less than 75% of the total voting power exercisable at the meeting

S.

No.

• Ordinary business; and
• Special business which are considered unavoidable by Board, may be transacted

(However, the AGM should be convened during business hours between 09:00 AM to 06:00 PM (IST) in terms of Section 96 of Companies Act, 2013)

Notice of AGM

– By obtaining consent from members in accordance with section 101(1) of the Act; and

– Fresh notice of shorter duration with due disclosures in consonance with this Circular is issued.

– Disclosures with regard to the manner in which framework provided in MCA Circular shall be available for use by the members;

–  Clear instructions on how to access and participate in the meeting;

– Provide a helpline number through the registrar & transfer agent, technology provider, or otherwise, for those shareholders who need assistance with using the technology before or during the meeting.

a.     statement that the AGM will be convened through VC or OAVM in compliance with applicable provisions of the Act read with this Circular;

b.   the date and time of the AGM through VC or OAVM;

c.    availability of notice of the meeting on the website of the company and the stock exchange, in case of a listed company;

d.   the manner in which the members who are holding shares in physical form or who have not registered their email addresses with the company can cast their vote through remote e-voting or through the e-voting system during the meeting;

e.    the manner in which the persons who have not registered their email addresses with the company can get the same registered with the company;

f.      the manner in which the members can give their mandate receiving dividends directly in their bank accounts through Electronic Clearing Service (ECS) or any other means;

g.    any other detail considered necessary by the company

If Company has received permission from authorities for holding AGM through physical mode after following any advisories

issued from such authorities, then Company in addition may also provide facility of VC or OAVM. Further, the members physically present and attending the meeting through VC or OAVM facility shall be counted for quorum.

15

facility

However, following may be allowed to attend the meeting without restriction on account of first-come first served principle:

–  Large shareholders (i.e. shareholders holding 2% or more shareholding)

–  Promoters

–  Institutional investors,

– Directors;

– Key managerial personnel.

–  Chairpersons of the Audit, Nomination Remuneration, Stakeholder Relationship Committee

– Auditors etc. For ex. Debenture Trustee.

However, following may be allowed to attend the meeting without restriction on account of first-come first served principle:

–  Large shareholders (i.e. shareholders holding 2% or more shareholding)

– Promoters

– Institutional investors,

– Directors;

– Key managerial personnel.

–         Chairpersons of the Audit, Nomination Remuneration, Stakeholder Relationship Committees.

– Auditors etc. For ex. Debenture Trustee.

– If  <50 members are present, then chairman shall be appointed as per Section 104 of Act; OR

In all other cases, the Chairman shall be appointed by poll conducted through the e-voting system during meeting.

– If <50 members are present, then chairman shall be appointed as per Section 104 of Act; OR

In all other cases, the Chairman shall be appointed by poll conducted by providing designated email for enabling the members to convey their votes.

–  Show of hand at meeting; or

– In case poll is demanded in accordance of Section 109 of the Act, than members shall cast their vote on the resolutions only by sending emails through their email addresses registered with the Company.

IF MEMBERS PRESENT ARE 50 OR MORE, THEN

–  Conduct the voting from members to convey their votes during meeting at such designated email address provided by the Company

(in our view, scrutinizer is required to be appointed in terms of section 109 of Act when the voting is being done by poll)

– In case of unlisted company, within 3 days of conclusion of meeting;

–   In case of listed company, within 48 hours of conclusion of meeting

At time of filing of resolution, following confirmation should also be filed that:

– Mechanism provided herein along with other provisions of the Act ‘and rules were duly complied with during such meeting.

For shareholders, whose bank accounts are not available, company shall upon normalization of the postal services, dispatch the dividend warrant/cheque to such shareholder by post

• Recorded transcript of the same shall be maintained in safe custody by the company.
• In 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.