Procedure to Conduct Annual General Meeting by VC/OAVM

Synopsis of MCA Circular

• MCA has decided to allow the companies whose AGMs are due in the Year 2021, to conduct their AGMs on or before June 30, 2022.
• MCA also clarified that this General Circular No. 19/2021 shall not be construed as conferring any extension of time for holding of AGMs by the companies under the Companies Act, 2013 and the companies which have not adhered to the relevant timelines shall be liable to legal action under the appropriate provisions of the Companies Act.

Basic Provisions Relating to the Conducting Annual General Meeting

• 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.

Summing up various circulars already issued

The Procedure of Conducting AGM by VC /OAVM for Companies where e-voting is required

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

Publishing Notice in News Papers

• 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

• 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.

Payment of Dividend to Shareholder

Permission to Conduct AGM physically

The Procedure of Conducting AGM by VC /OAVM For Companies where e-voting is not required:

Email Addresses is Mandatory for AGM

Forwarding Notice to Members

Facility for joining the AGM

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.

• 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

RENU SURESH Expert

Updated on: December 18th, 2024