In a recent circular dated September 25, 2023, the Ministry of Corporate Affairs (MCA) has made an important announcement concerning Annual General Meetings (AGMs) for the year 2024. This circular grants companies the authority to conduct their AGMs through Video Conference (VC) or Other Audio Visual Means (OAVM) as per Section 96 (1) of the Companies Act, 2013. However, it’s essential to note that this circular primarily focuses on the mode of conducting AGMs and does not extend the statutory time for holding AGMs.
1. Background and Purpose:
The circular, bearing File No. Policy-17/57/2021-CL-MCA, is addressed to various stakeholders, including the DGCoA, Regional Directors, and Registrar of Companies. Its primary objective is to provide clarity and an extension of the timeline for holding AGMs via VC/OAVM. This announcement follows previous circulars, namely General Circular No. 20/2020 dated 05.05.2020, General Circular No. 02/2022 dated 05.05.2022, and General Circular No. 10/2022 dated 28.12.2022.
2. Extension for AGMs:
Companies whose AGMs are due in the years 2023 or 2024 are now permitted to conduct their AGMs through VC or OAVM. This extension applies to AGMs scheduled for or before 30th September 2024. The circular references specific requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated 05.05.2020.
3. No Extension of Statutory Time:
An essential clarification is included in the circular: it does not extend the statutory time for holding AGMs as per the Companies Act, 2013. Companies failing to adhere to the statutory timelines are still liable to face legal action under the appropriate provisions of the Act. This emphasizes the importance of compliance with AGM deadlines.
4. Extension for Extraordinary General Meetings (EGMs):
In addition to AGMs, the circular also extends the provision for conducting Extraordinary General Meetings (EGMs) through VC or OAVM. Companies can transact items through postal ballots as per the framework provided in the relevant Circulars. This extension applies up to 30th September 2024, maintaining consistency with the AGM extension.
5. Conclusion: The MCA’s circular dated September 25, 2023, brings significant relief to companies by allowing them to conduct AGMs for the year 2024 through VC or OAVM. This extension aims to facilitate compliance with AGM requirements while acknowledging the challenges posed by the prevailing circumstances. However, it’s crucial to remember that this extension does not alter the statutory timeframes for AGMs. Companies must adhere to these timelines to avoid legal consequences. Additionally, the circular extends similar provisions for EGMs, providing companies with flexibility in conducting important meetings until 30th September 2024.
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File No. Policy-17/57/2021-CL-MCA
Government of India
Ministry of Corporate Affairs
5th Floor, ‘A’ Wing, Shastri Bhawan,
Dr. Rajendra Prasad Road, New Delhi 110001
General Circular No. 09/2023 Dated: 25.09.2023
To,
The DGCoA,
All Regional Directors,
All Registrar of Companies,
All Stakeholders.
Subject: Clarification on holding of Annual General Meeting (AGM) and EGM through Video Conference (VC) or Other Audio Visual Means (OAVM) and passing of Ordinary and Special resolutions by the companies under the Companies Act, 2013 read with Rues made thereunder -Extension of timeline-reg.
Sir/ Madam,
In continuation to this Ministry’s General Circular No. 20/2020 dated 05.05.2020, General Circular No. 02/2022 dated 05.05.2022 and General Circular No. 10/2022 dated 28.12.2022 and after due examination, it has been decided to allow companies whose AGMs are due in the Year 2023 or 2024, to conduct their AGMs through VC or OAVM on or before 30th September, 2024 in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/ 2020 dated 05.05.2020.
2. However, it is hereby clarified that General Circular shall not be construed as conferring any extension of statutory time for holding of AGMs by the companies under the Companies Act, 2013 (the Act) and the companies which have not adhered to the relevant statutory timelines shall be liable to legal action under the appropriate provisions of the Act.
3. Further, in continuation to this Ministry’s General Circular No. 14/ 2020 dated 08.04.2020, General Circular No. 03/2022 dated 05.05.2022 and General Circular No. 11/2022 dated 28.12.2022 and after due examination, it has also been decided to allow companies to conduct their EGMs through Video Conference (VC) or Other Audio Visual Means (OAVM) or transact items through postal ballot in accordance with framework provided in the aforesaid Circulars up to 30th September, 2024. All other requirements provided in the said Circulars shall remain unchanged.
4. This issues with the approval of the Competent Authority.
Yours faithfully,
(Karl Marx)
Deputy Director
Tel.: 011-2338-7263
Copy to:
1. e-Governance Section and Web Content officer to place the Circular on MCA Website.
2. Guard File.
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