Holding of annual general meeting (AGM) of the company for the calendar year 2020 (i.e. COVID-19 period)
The Companies, which would like to hold its Annual General Meeting for the calendar year 2020, shall follow the procedure laid down below:
Case 1: Where the Companies are required to provide e-voting to its members facility under the Companies Act, 2013 or any other who has opted for the facility of e-voting:
i) The AGM may be held through video conferencing (VC) or audio visual means (OAVM) & the recorded transcript shall be preserved in the safe custody. Incase of a public company, such transcript shall be placed at website of the company as soon as possible;
ii) Convenience of different person at different time zone shall be kept in mind while scheduling the time of AGM;
iii) There shall be two way teleconferencing or webex for the ease of participation of the members and it shall be available for atleast 1000 members on First come first served basis. However, shareholders holding 2% or more shareholding, promoters, institutional investors, directors, Key managerial Personnel, the Chairperson of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, auditors etc. may be allowed to attend the meeting without of restriction of first come first served principle;
iv) The facility for joining the meeting shall be kept open at least 15 minutes before the time scheduled to start the meeting and shall not be closed till the expiry of 15 minutes after such scheduled time;
v) The e-voting facility shall be made available as it is mentioned in the Act;
vi) Attendance of members through VC or OAVM shall be counted for the purpose of Quorum at the meeting;
vii) Unless the Articles of the company require any specific person to be appointed as a Chairman for the meeting, the Chairman for the meeting shall be appointed in the following manner:
a) Where there are less than 50 members present at the meeting, the Chairman shall be appointed as per Section 104;
b) In all other cases, the Chairman shall be appointed by a poll conducted through e-voting system during the meeting;
viii) The Chairman present at the meeting shall ensure that the facility of e-voting system is available for the purpose of conducting a poll during the meeting held through VC or OAVM. Depending on the number of members present in such meeting, the voting shall be conducted in following manner:
a) Where there are less than 50 members present at the meeting, the voting may be conducted either through the e-voting system or by a show of hands, unless a demand for poll is made in accordance with Section 109 of the Act, in which case, the voting shall be conducted through the e-voting system
b) In all other cases, the voting shall be conducted through e-voting system
ix) Since, the AGM is allowed to be held through VC or OAVM then there is no requirement of appointment of proxy. However the representative under section 113 may be appointed for the purpose of e-voting and attendance in the meeting held through VC or OAVM;
x) Atleast one Independent director where there is so required and an auditor or his authorised representative shall attend the meeting through VC or OAVM;
xi) Also, institutional investors must be encouraged to attend the AGM, if any;
xii) Notice and financial statements alongwith Board Report, Auditors’ Report etc shall be sent only by e-mail to the members, debenture trustee and to all other person so entitled;
xiii) Before sending notices and copies of financial statement etc., a public notice shall be published in vernacular language in vernacular newspaper and English language in English Newspaper, preferable both newspapers are having electronic edition.
Case 2: Where the Companies are not required to provide e-voting facility to its members facility under the Companies Act, 2013:
i) AGM may be conducted through the facility of VC or OAVM only by a company which has in its records, the email addresses of atleast half of its total number of members, who
a) In case of a Nidhi, hold shares of more than one thousand rupees in face value or more than 1 % of the total paid up share capital whichever is less;
b) In case of other companies having share capital, 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;
c) In case of companies not having share capital, who have the right to exercise not less than 75% of the total voting power exercisable at the meeting
ii) In addition of the clause i) & ii) of Case 1, the facility must allow atleast 500 members or total number of members of the company, whichever is lower to participate in the meeting on First come first served basis. However, large shareholders ( i.e shareholding 2% or more), promoters, institutional investors, Directors. KMPs, the Chairperson of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, auditors etc. may be allowed to attend the meeting without of restriction of first come first served principle;
iii) Clause iv to vii and ix) to xi)of Case 1 shall be applied here also;
iv) Notice and financial statements alongwith Board Report, Auditors’ Report etc shall be sent only by e-mail to the members, debenture trustee and to all other person so entitled;
v) Designated e-mail id shall be provided by the company to its members at the time of sending notice so that the members can convey their vote, when a poll is required. The said password and other privacy issues of the said e-mail id shall be kept confidential at all the times;
vi) Where there are less than 50 members present at the meeting, the voting may be conducted through show of hands, unless a demand for poll is made.
vii) In case the counting of votes requires time, the said meeting may be adjourned and called later to declare the result.
Note: The companies which are unable to convene the AGM in accordance of abovementioned are advised by ministry, to apply for extension of the AGM before the Registrar of the Companies.
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Anyone having any query regarding this process or any other query regarding any corporate law you can reach CS Varun Aggarwal at [email protected] and also at 9599149592
Disclaimer: The entire contents of this article are solely for information purpose and have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. It doesn’t constitute professional advice or a formal recommendation. The author has undertaken utmost care to disseminate the true and correct view and doesn’t accept liability for any errors or omissions. You are kindly requested to verify & confirm the updates from the genuine sources before acting on any of the information’s provided herein above.
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