Keeping in mind the difficulties of attending physical meetings due to the severe impact and lockdown of COVID-19, the MCA allow to hold AGM through video conferencing. The criteria of holding AGMs is addressing to the registrars, regional directors, and stakeholders of all companies by issued a circular.
Which companies are allowed to hold AGM via Video conferencing and OAVM?
As per the general circular No. 18/2020, dated 21.04.2020
Companies are allowed to hold AGMs whose financial year ended on December 31, 2019. Companies can hold an annual general meeting until 30 September 2020.
The matter related to the holding of AGM has been investigated and it has been said that keeping in mind the restrictions on the movement of persons to many places due to this Covid-19 epidemic in the country, it has been decided by the MCA to allow companies to conduct their AGMs through video conferencing (VC) or other audiovisual instruments (OAVM) during the calendar year 2020, Subdivision to meet the following requirements.
Companies, that needs to provide e-voting or has opted for the e-voting facility-
Because of the current situation of COVID-19, due to the difficulty of including physical copies of financial statements (which require boards reports, auditor's reports or other documents), such statements will only be sent by email to members, trustees for the debenture-holders of any debenture, issued and to all other persons who are entitled.
Before sending notice and copies of financial statements, etc. A public notice by way of the advertisement must be published at least once in a local newspaper in the principal language of the district in which the main company office (that have company registration) is located and is circulating in that district, and at least once an English newspaper with a widespread in that district in the English language, preferably in both newspapers, has electronic editions, and the ad has the following Written information are specified which are as follows:
1. The AGM shall be called by video conferencing or other audiovisual means along with the applicable provisions of the Act along with this circular.
2. Date and time of AGM through VC or OAVM;
3. In case of a listed company, availability of information of meeting of the stock exchange on the website of the company;
4. By the way, members who are physically holding shares or who have not registered their email addresses can cast their votes during the meeting via e-voting from the computer or via the e-voting system.
5. The manner, in which the members can transfer their mandate received dividends directly into their bank accounts through electronic clearing service (ECS) or other means.
6. Individuals who have not registered their email addresses with the company may register with the company.
7. Any other details required by the company
In case, the company is unable to pay the dividend on electronic mode to any shareholder, as the bank account details are not available, the company will send such a shareholder a dividend warrant / check on postal services normalization.
In this case, the company may obtain permission from the relevant authorities in its registered office or at a place other than the company, after any advice issued from such officers as permitted under section 96 of the Act.
Holding such a meeting with the physical presence of some members also facilitates the VC or OAVM, allowing other members of the company to attend these meetings.
All members physically present at the meeting, who attend the meeting through the convenience of the Vice-Chancellor or OAVM, will be considered for a quorum under the Act of Section 103.
All proposals will be passed through the facility of the e-voting system.
Companies which are not required to provide e-voting facility under the Act –
MCA allows the AGMs can only be conducted through the facility of a VC or OAVM, which is in its records by a company, the email addresses of at least half of its total members.
1. In the case of Nidhi company:
The value of the old share price of more than one thousand rupees or more than one percent of the total paid-up share capital, whichever is less;
2. In the case of other company having share capitals:
Companies holding share capital, which represent not less than seventy-five percent of such portions of the paid-up share capital of the company as the voting rights at the meeting.
3. In the case of, the companies which not having share capitals:
In the event of companies not having a share capital, they do not have the right to exercise less than seventy-five percent of the total voting power in the meeting.
The company will take all necessary steps to enter the email addresses of all those individuals who have not registered their email addresses with the company.
The modalities to operate the AGM and the methods and methods of issuing notices provided in paragraph 3-B of the EGM (Circular -I) and subparagraph (i) -B of the EGM (Circular - ll) Will apply.
Such meetings, other than ordinary business, maybe transacted only for items of special business which are considered unavoidable by the Board.
Due to the difficulties involved in sending physical copies of financial statements (board reports, auditor's reports or other documents necessary to engage with it), such statements are only sent by email to members, trustees for the debenture-holder of any According to the debentures issued by the company, and all other persons who are entitled.
Companies will make possible and sufficient provision to allow their mandate to receive dividends directly into their bank accounts through the medium of electronic clearing service (ECS) or by any other means. And to such shareholders who do not have bank accounts, the company will send dividend check / warrant by post on normalization of postal services to such shareholders.
1. Companies referred to in paragraphs 3 (a) and (b) above, shall ensure that the provisions relating to general meetings, disclosures, inspection/registration-related documents by members, or voting for bodies comply with the authorization, etc. The articles of association and company cooperation provided in the Act are created through electronic mode.
2. Companies, which have not been dated General Circular No. 18/2020, 21.04.2020 and are unable to conduct their AGMs as per the framework given in this circular, are advised that the extension of AGM at the appropriate point Please apply for Time before the concerned Registrar of Companies under section 96 of the Act.
3. The issue has been declaring with the approval of the competent authority. Read more by clicking here
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