CHECKLIST FOR AGM BY COMPANIES REQUIRED TO PROVIDE E-VOTING FACILITY

Particulars Reference Compliance to be done required to provide e-voting facility Timelines
 Before the Annual General Meeting (AGM) 
Convening of Board meeting through VC mode Section 173 of Companies Act, 2013 read with rule 3 of the Companies (MBP) Rules, 2014 Board meeting through VC mode to be held for the following:

1. Appointment of agency (NDSL or CDSL or any other entity approved by MCA) for conducting e- voting and providing video conferencing (‘VC’) facility;

2. To fix the cut-off date for e-voting;

3. To fix record date for declaration of dividend;

4. To fix period of book closure;

5. Approval of various matters for inclusion in AGM notice;

6.Approval of the draft notice, fixing of date, time and venue of the Annual General Meeting (‘AGM’ or ‘Meeting’)

7. To approve the financial statements for the financial year along with Auditors report thereon;

8. To authorize Company Secretary or any other officer to issue notice of AGM to every member or to every person entitled to receive such notice; and

 X (07.07.2022)
Appointment of Scrutinizer Section 108 of the Companies Act, 2013 Board of Directors shall arrange for appointment of Scrutinizer for scrutinizing the e-voting process. The process to appoint is as follows:

1. Sending of engagement letter to proposed scrutinizer by the company

2. Obtaining of consent letter to act as scrutinizer from the proposed person.

3. Sending of notice of Board meeting along with agenda to all directors of the company

4. Convening and passing of resolution for appointment of scrutinizer for general meeting.

5. Submitting of Board meeting outcome to stock exchange, only for listed company.

6. There is no E-form or any return prescribed under the Companies Act 2013 for submitting intimation of appointment of scrutinizer though it is recommended as per good corporate governance to file E-form MGT-14 within thirty days from the appointment in the Board Meeting.

X (07.07.2022)
Pre- requisites for VC facility Para 3A(III) of the MCA Circular dated 08.04.2020 (EGM Circular-1) 1. The Meeting through VC facility shall allow two way teleconferencing for the ease of participation of the members.

2. The participants shall be allowed to pose questions in advance on the e-mail address of the company.

3. The company shall provide a helpline number through the RTA, technology provider, for assisting the shareholders before or during the Meeting.

4. The VC facility must have a capacity to allow at least 1000 members to participate on first come first serve basis.

Exempted category: Large shareholders (holding more than 2%), promoters, institutional investors, directors, KMPs, chairperson of audit committee/NRC/SRC and auditors etc. may be allowed to attend the Meeting without first come first serve basis.

____
Giving of public notice before sending notice and financial statements Para 3A(IV) of MCA circular dated 05.05.2020 (AGM Circular) 1. A public notice by way of advertisement shall be published in a vernacular newspaper in a principle vernacular language of the district in which the registered office is situated and in English language in English newspaper having wide circulation in that district and preferably both newspapers having electronic editions.

2. Contents of the public notice for e-voting:(to be given before sending the notices and financial statements)

a. a statement that the AGM shall be convened through VC;

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

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

d. the manner in which the shareholders holding shares in physical form or who have not registered their email addresses with the company can cast their votes through remote e-voting or through e-voting system:

e. the manner in which the persons who have not registered their email addresses can get the same registered; and cast their vote through remote e-voting or through the e-voting system during the meeting;

f. the manner in which the members can give their mandate for receiving dividends directly in their bank accounts through electronic clearing services or any other means;

X + 3 (10.07.2022)
Content of AGM Notice Section 101 of Act 1. Notice of a meeting shall specify the place, date, day and the hour of the meeting and shall contain a statement of the business to be transacted at such meeting;

2. Notes to the notice (this will include manner in which shareholders can register their email ids);

3. Explanatory Statement;

4. Instructions for e-voting;

5. Instructions for participating through VC.

Notes: Proxy form, attendance slip, route map is not relevant in case of AGM by VC.

________
Preparation of Financial Statement Section 129 of the Act Company shall prepare its financial statements for the financial year, in the following manner, which shall lay before the shareholders for their approval in the AGM: –

1. which provide a true and fair view of the state of affairs of the company;

2. which comply with the applicable accounting standards notified under section 133 of the Act; and

3. shall be in the form as provided in Schedule III of the Act.

Further, where company has one or more subsidiaries companies, it shall in addition to financial statements, shall also prepare a consolidated financial statement.

_______
Preparation of Board’s Report Section 134 of the Act Company shall attach to its financial statements laid before the shareholders in AGM, a report by its Board of Directors, which shall include, but not limited to the following items: –

1. Summary of financial results;

2. Brief on the operational performance of the company along with its subsidiary, associates and joint venture companies;

3. Directors’ Responsibility Statement;

4. Explanations or comments by the Board on every qualification, reservation or adverse remark made by Statutory/Secretarial Auditor, if any;

5. Amount which recommended as dividend or transfer to reserves;

6. Material changes and commitments, if any, affecting the financial position of the company;

7. Particulars on Related Party Transactions;

8. Number of meetings of the Board;

9. Brief on Corporate Social Responsibility;

10.Particulars of loans, guarantees or investments;

11.Brief on the conservation of energy, technology absorption, foreign exchange earnings and outgo; and

12. Details of Directors and Key Managerial Personnel etc.

______
Giving of Public Notice after sending notice and financial statements Section 108 read with Rules 20 of MGT Rules 1. The company shall cause a public notice by way of an advertisement to be published, immediately on completion of dispatch of notices for the meeting under clause (i) of sub-rule (4) but at least twenty-one days before the date of general meeting, 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 country-wide circulation, and specifying in the said advertisement, inter alia,. the following manners namely :-

2. Contents of the public notice for e-voting as per Rule 20 of MGT Rules

a. statement that the business may be transacted by electronic voting;

b. the date and time of commencement of remote e-voting;

c. the date and time of end of remote e-voting;

d. cut-off date

e. the manner in which persons who have acquired shares and become members of the company after the dispatch of notice may obtain the login ID and password

f. A statement that –

(A) remote e-voting shall not be allowed beyond the said date and time;

(B) the manner in which the company shall provide for voting by members present at the meeting; and

(C) a member may participate in the general meeting even after exercising his right to vote through remote e-voting but shall not be allowed to vote again in the meeting; and

(D) a person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting in the general meeting;

(E) website address of the company, if any, and of the agency where notice of the meeting is displayed; and

(F) name, designation, address, email id and phone number of the person responsible to address the grievances connected with facility for voting by electronic means.

The advertisement shall also be placed simultaneously on the website of the company and of the agency.

X + 7 (14.07.2022)
Convening of AGM Section 96 of the Act AGM shall be convened in the business hours and the same is prescribed to mean the period between 9:00 a.m. and 6:00 p.m. X + 30 (07.08.2022)
Opening and Closing of e-voting facility Section 108 of the Companies Act, Remote e-voting shall remain open for not less than three (3) days and shall close at 5:00 p.m. on the date preceding the date of the general meeting. Open from 04.08.2022 (9:00 a.m.) to 06.08.2022 (5:00 p.m.)
Cut-off date for determining the eligibility to vote by electronic means Section 108 of the Companies Act, 2013 read with Rule 20 of MGT Rules A date not earlier than Seven days before the date of AGM for determining the eligibility to vote by electronic means, to be determined. 31.07.2022
Book Closure Regulation 42 of SEBI (LODR) The register of members and Share transfer transfer books of the company will remain closed. The company shall issue Seven days previous notice of closing the registers to its security holders. 1.08.2022 to  07.08.2022

ADDITIONAL COMPLIANCE TO BE FOLLOWED AS PER SEBI [LODR] REGULATIONS 

S. No. PROVISIONS COMPLIANCE TO BE DONE BY COMPANY
1. Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulation”) Every  listed  entity  and  its  material  unlisted  subsidiaries  incorporated  in  India  shall undertake secretarial  audit  and shall annex with its annual report, a Secretarial Audit report by a Practicing Company Secretary
2. Regulation 29 of SEBI LODR Regulation – Prior Intimations to the Stock Exchanges The listed entity shall give prior intimation to stock exchange about the Board meeting in which the following proposals is due to be considered:

1. For approving financial results of the company;

2. For declaration/recommendation of dividend, if any; and

3. For declaration of bonus securities, if any etc.

3. Regulation 30 of SEBI LODR Regulation – Disclosure of events or information The listed entity shall disclose to the Stock Exchanges, within 30 minutes of the closure of the Board meeting held to consider the following:

1. financial results;

2. dividends; and

3. Buy – Back etc.

However, listed entity shall also submit to the Stock Exchanges, Notices, call letters, resolutions and circulars sent to the shareholders, debenture holders or creditors or any class of them or advertised in the media by the listed entity.

4. Regulation 34 of SEBI LODR Regulations- Annual Report The listed entity shall submit to the Stock Exchanges and publish on its website, a copy of the annual report sent to the shareholders along with the notice of the AGM not later than the day of commencement of dispatch to its shareholders.
5. Regulation 36 of SEBI LODR Regulation –Manner of sending Annual report to the Shareholders The listed entity shall send annual report to the Shareholders, not less than twenty-one (21) days before the AGM in the following manner: –

1. Soft copies of full annual report to those shareholder(s) whose email address are registered;

2. Hard copy of statement containing the salient features of all the documents, to those shareholder(s) who have not registered their email address; and

3. Hard copies of full annual reports to those shareholders, who request for the same.

6. Regulation 42 of SEBI LODR Regulation – Record Date The listed entity shall intimate the record date to all the Stock Exchange(s) where it is listed for the following events, which include but not limited to:

1. declaration of dividend;

2. issue of right or bonus shares; and

3. corporate actions like mergers, de-mergers, splits etc.

7. Regulation 44 of SEBI LODR Regulation –Meetings of shareholders and voting The listed entity shall provide the facility of remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions.

In addition to the above, the  top  100  listed entities  on the basis of market capitalization shall  provide  one-way  live  webcast  of  the  proceedings  of  the AGM.

AT THE AGM 
Particulars Reference Compliance to be done required to provide e-voting facility
Joining in the meeting Para A (IV) of EGM Circular-1 Facility for joining shall be kept open at least 15 minutes before the time scheduled, and shall not be closed till expiry of 15 minutes after such scheduled time.
Attendees in the meeting apart from members Section 178 (7) read with Para 4 of SS-2 As per Act, 2013

1. Chairman of NRC and SRC or any member of the committee authorized by Chairman;

As per SS-2:

1. Directors, including Chairman of AC, NRC and SRC or other member of the committee authorized by Chairman. If any Director is absent, the Chairman shall explain such absence;

2.Auditors, either by themselves or authorized representative qualified to be an auditor.

3. Secretarial Auditor, either by themselves or authorized representative qualified to be an auditor.

Closure of voting facility Para 3A(IV) of the EGM Circular-1 After the time stipulated by the Chairperson for allowing the members to cast vote, the voting facility shall be closed.
Voting by electronic means at the meeting Para 3A(IX) of the EGM Circular-1 1. The Chairman present at the meeting shall ensure that the facility of e-voting system is available for the purpose of voting during the meeting held through VC;

2. Since, the company will opt to provide the same electronic voting system as used during remote e-voting during the general meeting, the said facility shall be in operation till all the resolutions are considered and voted upon in the meeting and may be used for voting only by the members attending the meeting and who have not exercised their right to vote through remote e-voting.

AFTER THE ANNUAL GENERAL MEETING
Particulars Reference Compliance to be done required to provide e-voting facility Timelines
Proceedings of the Meeting Para 3A(1) of the EGM Circular-1 The recorded transcript shall be maintained by the company and shall also be made available on the website of the company. ———–
Scrutinizer’s report Rule 20(4)(xii) of the M and A Rules 1. The scrutinizer shall, immediately after the conclusion of voting at the meeting, unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the company within a period of not exceeding three working days from the date of conclusion of e-voting period.

2. The consolidated scrutinizer’s report shall be issued to the Chairman or a person authorized by him in writing who shall countersign the same.

3. The scrutinizer shall hand over the register related to e-voting (in soft copy) post signing of the minutes of the meeting by the chairperson.

4. The voting results declared along with the scrutinizer’s report shall be placed on the website of the company and on the website of the agency.

10.08.2022
Submission of results of the meeting to stock exchange The voting results shall be uploaded on the stock exchange within 48 hours from the conclusion of the meeting. 09.08.2022
Declaration and payment of dividend Section 123 of the Act and Para 3A(5) of AGM Circular Company shall pay the dividend or dispatch the dividend warrants within 30 days from the date of declaration of such dividend. In case the company is unable to pay the dividend to any shareholder by the electronic mode, due to non-availability of the details of the bank account, the company shall upon normalization of the postal services, dispatch the dividend warrant/cheque to such shareholder by post. 07.09.2022
Opening of separate bank account for payment of dividend Rule 12, 43 of LODR The amount of the dividend,  shall be deposited in a scheduled bank in a separate account within five days from the date of declaration of such dividend. The company shall open a separate bank account for the payment of dividend. 12.08.2022
Opening of Unpaid Dividend Account Section 124 of the ACT and Regulation 39 of LODR Where a dividend  has been declared by a company but has not been paid or claimed within thirty days from the date of the declaration to any shareholder entitled to the payment of the dividend, the company shall, within seven days from the date of expiry of the said period of thirty days, transfer the total amount of dividend which remains unpaid or unclaimed to a special account to be opened by the company in that behalf in any scheduled bank to be called the Unpaid Dividend Account. 13.09.2022

Author Bio

Qualification: Student - CA/CS/CMA
Company: N/A
Location: kolkata, West Bengal, India
Member Since: 28 May 2021 | Total Posts: 4
Khushi Khandelwal is a student of the Institute of Company Secretaries of India pursuing CS. She is also pursuing her B.Com course from Calcutta University. Currently, she is doing her Management Training as per the norms of ICSI from a recognized firm "Mamta Binani and Associates". In her training, View Full Profile

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