Convening Annual General Meeting through video conferencing (VC) or other audio visual means (OAVM)
In view of the Covid-19 pandemic, where restriction on physical movements is necessary, the Ministry of Corporate Affairs (MCA) vide its circular no. 02/2021 dated January 13, 2021 read with MCA circular, no. 20/2020 dated May 05, 2020; circular no. 17/2020 dated April 13, 2020 and circular no. 14/2020 dated April 08, 2020 (MCA Circulars) had ease the compliance of conveying Annual General Meeting (AGM) physically, by providing a framework for conducting AGM of the company through VC or OAVM during the calendar year 2021.
1. Common provisions applicable on all companies whether providing e-voting facilities to its members or not
|S.NO.||Applicable Section of the Act||Provision provided under MCA Circulars|
|1.||Section 96 – AGM||> Two-way tele-conferencing facility shall be provided to the members, so that they can ask questions in the meeting or should provide reasonable time to submit their questions in advance on the e-mail address of the company.
> Following persons shall be allowed to attend AGM without any restriction on account of first-come-first-served basis:
i. Members holding 2% or more shareholding;
iii. Institutional Investors;
v. Key Managerial Personnel;
vi. Chairperson of Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee; and
vii. Auditors of the company.
> Company shall display the recorded transcript and notice of the AGM on the website of the company, if any.
|2.||Section 101 – Notice of the meeting||Company are permitted to dispatch copies of financial statements (including Board’s Report, Auditor’s Report, or other documents required to be attached therewith), by sending e-mail to the members, trustees for the debenture-holders, or any other entitled persons.|
|3.||Time of Joining the Meeting||Joining facility shall be kept open 15 minutes before and after the schedule time of the meeting.|
|4.||Section 103 – Quorum of Meeting||All the members present in person, through VC or OAVM shall be reckoned for the purpose of quorum.
In addition to the above, AGM shall be attended by, at least one Independent Director, if any, and by Auditor or his authorized representative.
|5.||Section 104 – Chairman of the Meeting||Unless provided in the Articles of Association of the company the Chairman of the meeting shall be appointed in following manner:
a. Where the members present are less than fifty (50) – By show of hands (i.e. one member is equal to one vote) or by poll (i.e. one share is equal to one vote), if demanded;
b. In all other cases, the Chairman shall be appointed by a poll conducted through e-voting system during the meeting.
|6.||Section 105 – Proxies||The facility to appoint proxy on behalf of the members has been dispensed with.|
|7.||Section 112 & 113 – Representatives of President / Governors / Body Corporate||Authorized representatives can be appointed on behalf of President, Governors or Body Corporates for participation and voting in the meeting held through VC or OAVM.|
|8.||Section 117 – Resolutions and Agreements to be filed before Registrars of Companies (“ROC”)||All resolutions passed in the meeting, shall be filed in Form MGT – 14 with the ROC within 60 days of the meeting, stating that all the provisions provided under the Act, rules made thereunder and the MCA Circulars have been complied with during such meeting.|
|9.||Section 123 – Declaration of Dividend||If the company is unable to pay the dividend to any member by the electronic mode, due to non-availability of the bank account details, the company shall upon normalization of the postal services, dispatch the dividend warrant/ cheque to such member by post.|
II. Specific Provisions for companies which are required to provide e-voting facilities to its members or any other Company which has opted for such facility
|S.NO.||Relevant section of the Act||Provision provided under MCA Circulars|
|1.||Section 96 – AGM||Company convening AGM in accordance with MCA Circulars shall allow at least 1000 members to participate through VC or OAVM on first-come-first-served basis.|
|2.||Section 101 – Notice of the meeting||Companies shall give public notice, before sending the notices and copies of the financial statements etc., by way of advertisement in a vernacular language newspaper of the district in which the registered office of the company is situated and at least once in English language in an English newspaper, preferably both newspapers having electronic editions, and specifying in the advertisement the following information:
♦ statement that the AGM will be convened through VC or OAVM in compliance with applicable provisions of the Act read with MCA Circulars;
♦ The date and time of the AGM;
♦ Availability of notice on the website of the company and the stock exchange, in case of a listed company;
♦ Manner of voting by members through remote e-voting or through the e-voting system during the meeting;
♦ Manner of getting email id registered by members with the company;
♦ Manner in which the members can give their mandate for receiving dividends directly in their bank accounts through the Electronic Clearing Service (ECS) or any other means;
♦ Instructions on how to access and participate in the AGM along with the helpline number through Registrar and transfer agent or other technology provider for assistance; and
♦ Any other details as may deem fit by the company.
III. Specific Provisions for companies which are not required to provide e-voting facilities to its members
|S.NO.||Relevant Section of the Act||Provision provided under MCA Circulars|
|1.||Section 96 – AGM||Company convening AGM in accordance with MCA Circulars shall allow at least 500 members or all the members (whichever is lower) to participate through VC or OAVM on first-come-first-served basis.
Provided that, the company may conduct AGM through VC or OAVM, if the company has in its records, the email addresses of at least half of its total number of members, who-
Provided further that, the company shall take all the necessary steps to register the email addresses of all persons who have not registered their email addresses with the company.
|2.||Section 101 – Notice of the meeting||Before sending the notice of the meeting, the company shall contact all those members whose email address are not registered with the company over telephone, for registration of the same.
Provided that where the contact details are not available, company shall publish a public notice, at least 3 days before sending a notice, by way of advertisement in in a vernacular language newspaper of the district in which the registered office of the company is situated and at least once in English language in an English newspaper, preferably both newspapers having electronic editions, and specifying in the advertisement the following information:
♦ The company intends to convene its AGM in compliance with applicable provisions of the Act read with MCA Circulars and for the said purpose it proposes to send notices to all its members by e-mail.
♦ The details of the email –id along with the telephone number on which the members may contact for getting their email –id registered for participation and voting at the AGM.
1. Companies shall ensure that all other provisions applicable on the companies relating to convening general meetings viz. making of disclosures, inspection of related documents/registers by members, or authorizations for voting by bodies corporate, etc. as provided in the Act and the Articles of Association of the company are made through electronic mode.
2. The framework provided by MCA including manner of dispatching notices in case of AGM shall apply as it is in case of Extra – ordinary General Meetings (EGM) as well upto June 30, 2021.
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