In this write up, we will discuss how to hold an AGM via VC OR OAVM for companies which are not required to facilitate e-voting.

*Please refer to the below article know in detail about the process for companies which opt for e-voting facility

https://taxguru.in/company-law/holding-agm-vc-oavm-part-i.html

Following are the requirements which are to be fulfilled for holding an AGM via VC or OAVM:

For companies which are not required to provide the facility of e-‘voting’

1. Company must be having in its records, the email addresses of the members

Company must be having in its records, the email addresses of at least half of its total number of members, who-

In case of Nidhi Companyhold shares of more than Rs 1000 in face value or more than 1% of the total paid-up share capital, whichever is less;

In case of other companies having share capital who represent at least 75% of such part of the paid-up share capital of the company as gives a right to vote at the meeting; 

In case of other companies not having share capital who have the right to exercise at least 75% of the total voting power exercisable at the meeting.

Please note that both the criteria shall be fulfilled i.e. (a) at least 50% of total number of members and (b) paid up share capital or voting power criteria.

II. Email addresses shall be registered with the company

The company shall take all necessary steps to register the email addresses of all persons who have not registered their email addresses with the company.

III. DOs and DON’Ts

– Maintaining of recorded transcript

AGM which is held via VC or OAVM shall be recoded and the same shall be maintained in the safe custody by the Company. In case of Public Company, the same shall be made available on the website (if any) of the Company.

– Time Zone dependency

Different time zones shall also be considered before scheduling the meeting.

– Ensuring two-way teleconferencing

Meeting through VC or OAVM shall ensures the two-way teleconferencing or webex for the ease of participation of the members.

– Participants shall be allowed to pose questions on the email address of the company

The participants are allowed to pose question concurrently or given time to submit questions in advance on the email address of the company.

– Participation on first-come-first-served basis

Holding meeting via VC or OAVM must have a capacity to allow at least 500 members or members equal to the total number of members of the company (whichever is lower) to participate on first-come-first-served basis.

The large shareholders (holding 2% or more) promoters, institutional investors, Directors, KMP, the chairpersons of the audit committee, Nomination and remuneration committee and stakeholder relationship committee, auditors etc. may attend the meeting without this restriction of first-come-first-served basis.

– Time window for joining the meeting

The facility for joining the meeting shall be kept open at least 15 minutes before theb time scheduled to start the meeting and shall not be closed till the expiry of 15 minutes after such scheduled time.

– Counting of attendance of members

Attendance of members through VC or OAVM shall be counted for the purpose of reckoning the quorum (as per section 103).

– Manner of appointment of chairman of the Company

Unless the AOA of the company requires any specific person to be appointed as a chairman, the chairman shall be appointed:

If less than 50 members are present Chairman shall be appointed as per section 1042 of CA, 2013
In any other case Chairman shall be appointed by a poll

– Proxies are not allowed to be appointed

Since meetings under this framework will be held through VC or OAVM, proxies are not allowed to be appointed because physical attendance of members has been dispensed with. However, representatives of the members may be appointed for the purpose of voting through remote e-voting or for participation and voting through VC or OACM.

– At least 1 independent Director (where the company is required to appoint one) and the author or his authorized representative, who is qualified to be the auditor shall attend such meeting.

– Designated e-mail address to be provided

The company shall provide a designated e-mail address to all the members at the time of sending the notice of meeting so that the members can convey their vote, when a poll is required to be taken during the meeting on any resolution, at such designated e-mail address.

– Confidentiality shall be strictly maintained

The confidentiality of the password and other privacy issues associated with the designated email address shall be strictly maintained by the company at all the times.

Due safeguards with regard to authenticity of e-mail address(es) and other details of the members shall also be taken by the company.

– Manner of casting vote, where poll is required

Where a poll on any item is required, the members shall caste their vote on the resolutions only by sending e-mails through their e-mail addresses which are registered with the company. The said e-mails shall only be sent to the designated e-mail address circulated by the company in advance.

– Voting can be conducted by show of hands

Where less than 50 members are present in a meeting, the chairman may decide to conduct a vote by show of hands, unless a demand for poll is required by any member.

– The meeting may be adjourned to declare the result

In case the counting of votes required time, the said meeting may be adjourned and called later to declare the result.

– Contents of Notice

The notice of the general meeting shall make disclosures with regard to the manner in which framework provided in the circular shall be available for use by the members and shall also contain clear instructions on how to access and participate in the meeting.

– Shareholders shall also be provided with the helpline number

The company shall also provide a helpline number through the registrar and transfer agent, technology provider, or otherwise, for those shareholders who need assistance with using the technology before or during the meeting.

– Notice to be displayed on the website of the company

A copy of the meeting notice shall also be prominently displayed on the website of the company and due intimation may be made to the exchanges in case of listed company.

In case a notice for meeting has been served prior to the date of this circular, the framework proposed in this circular may be adopted for the meeting, in case the consent from members has been obtained in accordance with section 101(1) of the Act, and a fresh notice of shorter duration with due disclosures is issued.

– Resolutions to be filled with the ROC within 60 days of the meeting

All resolutions shall be filled with the ROC within 60days of the meeting, clearly indicating therein that the mechanism provided herein along with other provisions of the act and rules were duly complied with during such meeting.

Manner and mode of issue of notices to the members before convening the general meeting:

> Notice to be given only registered emails or with the DP/Depository

The notices to the members may be given only through e-mails registered with the company or with the DP/Depository.

> Notice to be displayed on the website of the company

A copy of notice shall also be prominently displayed on the website (if any) of the company.

>  Getting the e-mails addresses from the members

The company shall contact all those members whose e-mail addresses are not registered with the company over telephone or any other mode of communication for registration of their e-mail addresses before sending the notice for meeting to all its members.

>  Public notice to be published by way of advertisement

Where the contact details of any member are not available with the company, a public notice by way of advertisement should be published at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated and having a wide circulation in that district, and at least once in English language in an English newspaper having a wide circulation in that district, preferably both newspapers having electronic editions and specifying the following information:

  • That the company intends to convene a general meeting through VC or OAVM and for that, it proposes to send notices to all its members by e-mail after, at least 3 days from the date of publication of the public notice.
  • The details of the e-mail address along with a telephone number on which the members may contact for getting their e-mail addresses registered for participation and voting in the general meeting.

The Chairman of the meeting shall satisfy himself and cause to record the same before considering the business at the meeting that all efforts feasible under the circumstances have indeed been made by the company to enable the members to participate and vote on the items being considered in the meeting.

IV. Ordinary business to be transacted

Apart from four ordinary business (as per section 102 (2)(a), only those items of special business (as per section 102(2)(b), which are considered to be unavoidable by the Board, may be treated.

V. Financial statements to be sent via email

Financial statements (Board’s report, Auditor’s report or other documents required to be attached therewith) shall be sent only by email to the members, trustees for the debenture-holder of any debentures issued by the company, and to all other persons so entitled.

VI. Allowing the members for receiving dividends directly in their bank accounts through ECS

The companies shall make adequate provisions for allowing the members to give their mandate for receiving dividends directly in their bank accounts through the Electronic Clearing Service (ECS) or any other means. 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.

References:

General Circular No. 14/2020 dated 08.04.2020 (EGM Circular-I)

General Circular No. 17/2020 dated 13.04.2020 (EGM Circular-II)

General Circular No. 20/2020 dated 05.05.2020

Disclaimer: The entire contents of this article is solely for information purpose and have been prepared based on 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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