Procedure to Conduct Annual General Meeting by VC/OAVM

Conducting an Annual General Meeting (AGM) is a mandatory annual requirement for every company under the Companies Act, 2013 (except One Person Companies). To make compliance easier and ensure the safety of stakeholders, the Ministry of Corporate Affairs (MCA) has allowed companies to hold their AGMs and Extraordinary General Meetings (EGMs) via Video Conference (VC) or Other Audio-Visual Means (OAVM). This guide provides a clear overview of the procedures, requirements, and compliance points for conducting AGMs through virtual platforms.

Click here to know more about the  Guidelines for Conducting Extraordinary General Meeting by VC/OAVM

Latest Update: MCA further allows conducting AGMs via Video Conference or OAVM

The Ministry of Corporate Affairs (MCA), through General Circular No. 03/2025 dated 22 September 2025, has extended the facility for companies to hold their Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs) through Video Conference (VC) or Other Audio-Visual Means (OAVM) until further orders.

Key Point:  This relaxation is only for the mode of conducting the meetings. It does not extend the statutory deadlines for holding AGMs under Section 96 of the Companies Act, 2013. Companies must continue to convene their AGMs within the prescribed time limits, failing which they may face legal action and penalties.

Basic Provisions Relating to the Conducting Annual General Meeting

Section 96 of the Companies Act, 2013 covers the provisions relating to the Annual General Meeting (i.e., AGM).

• Every company is required to hold a general meeting each year. One person company is not required to hold the AGM.
• In the case of the first AGM, it should be held within a period of nine months from the end of the first financial year. However, in any other case, the AGM should be held within a period of six months from the end of the financial year.

The Ministry of Corporate Affairs (the MCA) has allowed companies to hold an annual general meeting (AGM) in a manner similar to the one provided, which deals with the conduct of extraordinary general meetings (EGM), and by virtue of the same, the companies have been allowed to hold annual general meetings (AGM) through video conferencing (VC) or other audiovisual means (OAVM).

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Summing Up Various MCA Circulars on AGMs/EGMs via VC/OAVM

Over the past few years, the Ministry of Corporate Affairs (MCA) has issued several circulars to facilitate the holding of Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs) through Video Conference (VC) or Other Audio-Visual Means (OAVM). Here’s a consolidated view:

The Procedure of Conducting AGM via VC/OAVM

Conducting an Annual General Meeting (AGM) virtually requires compliance with MCA guidelines to ensure legal validity. Below is the step-by-step procedure:

Step-by-Step Procedure for Conducting AGM via VC/OAVM with E-Voting

The Procedure of Holding Annual General Meeting (AGM) through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) For Companies mandatory opted for providing e-voting facility explained below:

Forwarding Notice to Members

The Notice of Holding AGM shall be dispatched to members only through e-mails registered with the Company or Depository Participant. Financial statements (including Board’s report, Auditor’s report, or other documents required to be attached therewith), shall be sent by email to members and the other persons entitled to receive.

Publishing Notice in News Papers

Before sending the notices and copies of the financial statements, etc., public notice by way of the advertisement be published at least once in a vernacular language and in the English language in respective language newspaper mentioning the following details:

• A statement that the AGM will be convened through VC / OAVM as per applicable legal prescriptions.
• The date and time of the AGM through VC / OAVM
• Availability of notice of the meeting on the website of the company (on the stock exchange by listed entities)
• For members who are holding shares in physical form or who have not registered their email addresses with the company – stating they can cast vote through e-voting/remote e-voting.
• The manner for registration of unregistered members for registration
• Manner to mandate receiving dividends directly in member’s bank account.

Facility for Joining the AGM

• The facility for joining the meeting shall be opened at least 15 minutes before the time scheduled for the meeting and close after 15 minutes of expiry of the scheduled time of the meeting
• The Company shall ensure that meeting through VC or OAVM allows two-way teleconferencing or Webex for the ease of participation of the members and the participants are allowed to ask questions or given time to ask questions in advance on the email address of the Company.
• The Facility must have the capacity to allow at least 1,000 members to participate on the First-cum-First-serve basis.

Selection of Members to Participate in AGM

Participation of at least One Independent Director (Where the Company has Independent Directors) and the Auditors or his representative is mandatory for holding meetings through VC or OAVM. The shareholders holding 2% or more shareholding, promoters, KMPs, Chairpersons of Audit Committee and Nomination & Remuneration Committee, etc. may be allowed to attend the meeting without restrictions. Chairperson: As specified in 1 of the Company. If AOA does not specify the name of the Chairperson then-

• Where there are <50 members present:  Chairperson appointed as per Section 104 of the Act;
• In all other cases:   Appointed by Poll conducted through e-voting.

Attendance of members through VC or OAVM shall be counted for quorum u/s 103 of the Companies Act.

Payment of Dividend to Shareholder

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 bank account, then the company, upon normalization of the postal services, is allowed to dispatch the dividend warrant/cheque by post for dividend remaining unpaid.

Permission to Conduct AGM physically

If the Company has received permission to conduct AGM physically, then the persons attending such meetings physically as well as persons attending the meeting through VC/OAVM shall be reckoned for the purpose of quorum. All resolutions shall continue to be passed through the facility of the e-voting system.

All resolutions shall continue to be passed through the e-voting facility.

How to Conduct AGM through VC/OAVM When E-Voting is Not Required

The Procedure of Holding Annual General Meeting (AGM) through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) For Companies where e-voting is not required is explained below:

Email Addresses is Mandatory for AGM

The Company can conduct AGM through VC or OAVM Facility only when it has the email addresses of at least half of its total number of members:

The company need to take all necessary steps to register the email addresses of all persons who have not registered their email addresses with the company

Forwarding Notice to Members

The Notice of Holding AGM shall be dispatched to members only through e-mails registered with the Company or Depository Participant; The copies of financial statements including Board’s report, Auditor’s report, or other documents required to be attached therewith, shall be sent only by email to the members, trustees for the debenture-holders, and to all other persons so entitled;

Facility for joining the AGM

The Facility must have a capacity to allow at least 500 members, or equal to the total number of members of the Company, whichever is lower, to participate on the First-cum-First-serve basis. All other conditions/requirements specified above under the topics “Facility for joining the AGM, Selection of members to participate on AGM and Payment of “Dividend to Shareholder ” are applicable to conduct the AGM for companies where e-voting is not required.

Conditions for Voting

• If the Company has Institutional Investors as its members, they must be encouraged to attend and vote in the AGM through VC or OAVM.
• In case the Poll is required to be taken, the Company shall provide a designated email address to all members at the time of sending the notice of meeting so that the members can convey their vote.
• During the meeting held through VC or OAVM facility, where a poll on any item is demanded, the members shall cast their vote on such resolution only by sending emails through their email address registered with the Company.
• Any member-voted through any other email id not registered with Company, such vote shall be considered as Invalid.

Voting on Resolution(s):

• Where <50 members present: Voting by show of hands unless poll demanded
• Where >50 members present: Voting by poll through e-mail as stated in clause 15 above

Key Takeaways: Conducting AGM/EGM via VC/OAVM

1. Mandatory Compliance: Holding an AGM is required annually under Section 96 of the Companies Act, 2013 (except One Person Companies).
2. Virtual Option: Companies can hold AGMs and EGMs via Video Conference (VC) or Other Audio-Visual Means (OAVM) as per MCA General Circular No. 03/2025.
3. No Extension of Deadlines: VC/OAVM facility does not extend statutory timelines; companies must still adhere to the prescribed deadlines.
4. E-Voting & Participation: Companies must provide e-voting facilities where required and ensure shareholders can ask questions and participate.
5. Notice & Documentation: AGM notices, financial statements, and other reports should be sent via email and made available on the company website; newspaper publication may also be required.
6. Quorum & Attendance: Virtual participation counts toward quorum, and essential attendees like Independent Directors and Auditors must participate.
7. Record Keeping: Maintain proper minutes, records of votes, and filings with ROC to ensure full compliance.
8. Legal Compliance: Failure to follow statutory requirements may attract penalties or legal action.

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