MCA allows Conduct of Annual General Meeting of Companies by Video Conferencing or any other Audio Visual Means
On receipt of several representations from the stakeholders concerning the difficulties faced by them in holding physical Annual General Meeting (AGM) on account of the restrictions in movement of people at several places in the country, Ministry of Corporate Affairs (‘MCA’) had on 5th day of May 2020 issued a General Circular No. 20/2020 providing clarification regarding the convening of AGM by Video Conferencing mode or any other audiovisual mode similar to the manner provided in General Circular No. 14/2020 dated 8th day of April 2020.
The Circular provides as under:
Applicability:
The said relaxation of holding of AGM by Video Conferencing mode or any other audiovisual mode would be available to all the Companies conducting AGM in terms of the provisions of Companies Act, 2013 (“CA13”).
Period of relaxation:
The said relaxation of holding of AGM by Video Conferencing mode or any other audiovisual mode would be applicable during the calendar year 2020 subject to the below mentioned procedural formalities:
Procedural formalities for companies which are covered under the provisions of section 108 to follow means of e-voting.
- The procedural formalities provided in General Circular No. 14/2020 dated 8th day of April 2020 needs to be complied with;
- The notice of AGM can be sent by e-mail;
- Companies are allowed to only consider in the AGM, agenda items comprising of ordinary business and agenda items of special business which are considered to be unavoidable by the Board;
- Copies of financial statements (including board’s report, auditor’s report, etc.) required to be attached with AGM notice are allowed to be sent via email to the members of the Company; trustees of the debenture holders of any debentures issued by the Company and to all other entitled persons;
- Prior to sending the notices and financial statements by email, the companies shall publish by way of advertisement, a public notice in the principal vernacular language of the district in which the registered office of the Company is situated and having a wide circulation in the district and one in the English language in English newspaper having wide circulation in the district, both preferably both having electronic editions.
- The public notice shall specify the information pertaining to (i) holding of AGM by Video Conferencing mode or any other audiovisual mode; (ii) date and time of AGM; (iii) availability of notice on the website of the Company and stock exchange in case of a listed company; (iv) manner of e-voting; (v) manner in which members can give their mandate for directly receiving dividends in their bank account.
- In case any company has received permission from any regulatory authority to conduct its AGM at its registered office or any other place, as provided under section 96 of the CA13, the presence of members using the facility of Video Conferencing mode or any other audiovisual mode would also be counted for the purpose of quorum.
- For Nidhi Companies: Company shall have in its records, the e-mail addresses of at least 50% of the members who hold shares of more than INR 1,000 in face value or 1% of the total share capital, whichever is less;
- For companies having a share capital: Company shall have in its records, the e-mail addresses of at least 50% of the members representing at least 75% of the paid-up share capital of the Company entitling them the right to vote;
- For companies not having a share capital: Company shall have in its records, the e-mail addresses of at least 50% of the members who have the right to exercise at least 75% of the voting power exercisable at the meeting.
Tag: MCA