On account of continuing restriction on the movement of persons at several places in the country, MCA vide its Circular No. 20/2020 dated 5th May, 2020 has allowed companies to conduct their AGM through video conferencing (VC) or other audio visual means (OVAM) during the calendar year 2020 subject to following requirements:
For companies which are required to provide the facility of e-voting under the Act, or any other company which has opted for such facility –
- Provisions of MCA Circulars for EGM dated April 8, 2020 and April 13, 2020 would be applicable mutatis mutandis for conducting AGMs through VC/OAVM.
- In such meetings, other than ordinary business, only those items of special business may be transacted.
- Financial statements, auditor’s report and/or any other documents shall be sent only by email to the persons entitled.
- Before sending notice of AGM and copies of financial statement and other documents, Public notice by way of advertisement should be given in the newspaper, specifying the following information-
- A statement that AGM is convened through VC or OAVM in compliance with the act and said circular, date & time of AGM, availability of notice of meeting on website of Co. & SE, manner of voting, manner of registering e-mail id with Company, manner in which member can give their mandate for receiving dividends, any other detail necessary.
- Due to non-availability of bank account of shareholders, the company should dispatch dividend warrant/cheque to shareholders by post, upon normalisation of postal services. In other cases, dividend should be paid within timeline.
- If the Company has already obtained permission from relevant authorities as per Section 96 of the Companies Act, 2013, the companies are allowed to conduct AGM at Registered Office or any other place, as decided, in presence of some members and also with providing facility of VC/OAVM. Members physically present in the meeting and through electronic means, should be counted for quorum under Section 103 of the Act.
For companies which are not required to provide the facility of E-voting under the Act –
- AGM may be conducted through VC or OAVM by Companies having email addresses of at least 50% of its shareholders on its record holding not less than 75% of total voting power.
- Companies should take all possible steps to register email addresses, whose email address is not registered on the Company’s records.
- Provisions of MCA Circulars for EGM dated April 8, 2020 and April 13, 2020 would be applicable mutatis mutandis for conducting AGMs through VC/OAVM.
- In such meetings, other than ordinary business, only those items of special business may be transacted.
- Financial statements, auditor’s report and/or any other documents shall be sent only by email.
- Companies shall make adequate provisions for allowing members to give their mandate for receiving dividends directly in their bank accounts through ECS or other means.
- Due to non-availability of bank account of shareholders, the company should dispatch dividend warrant/cheque to shareholders by post, upon normalisation of postal services.
The companies referred above, shall ensure that all other compliances associated with the provisions relating to general meetings i.e. making of disclosures, inspection of related documents/registers by members, or authorizations for voting by bodies corporate, etc as provided in the Act and the articles of association of the company are made through electronic mode.
The companies which are not covered by the General Circular No. 18/2020, dated 21.04.2020 and are unable to conduct their AGM in accordance with the frame provided in this Circular are advised to prefer applications for extension of AGM at suitable point of time before the concerned Registrar of Companies under section 96 the Act.
The said Circular can be accessed through the following link: MCA_Circular 20_05.05.2020_Clarification on holding AGM