In this editorial, the author shall discuss the Quick bites on ‘Holding of the AGM through Video Conferencing’.
As we have received numerous questions from our professional colleagues through WhatsApp groups “Gyan Gurukul”, inside this editorial we have attempted to clarify all those questions relating to ‘Holding of the AGM through Video Conferencing’.
To facilitate, the companies and businesses in India, The Ministry of Corporate Affairs (MCA) has now allowed companies to hold their Annual General Meeting (AGM) by Video Conferencing (VC) or other audio visual means (OAVM) during the calendar year 2020 amidst the COVID-19 crisis.
MCA has issued a circular dated May 05, 2020‘AGM Circular in line with the relaxations provided under the EGM Circulars to hold AGMs through VC/ OAVM.
Quick Bites: from point of view of (Small, Private Companies)
|1.||Which Companies can hold AGM through Video Conferencing?
All the Companies (OPC, Small, Private, Public, Listed, Section -8, Nidhi etc) can hold their AGM through Video Conferencing for F.Y. ended 31.12.2019 or 31.03.2020.
|2.||For which financial year AGM can be held through Video Conferencing?
As per the circular, AGM can be held through VC in the calendar year 2020. Therefore, generally all the companies will call their AGM for F.Y. 2019-20 in calendar year 2020.
|3.||If it is not mandatory for a company (Like: Private Company) to provide e voting facility, whether such company can call AGM through Video Conferencing.?
If such a Private Company wants to conduct the AGM through video conferencing, they have to fulfil both the below mentioned conditions:
a) Company has in its record, the email-ids of at least half of its total number of members, who-
b) who represent not less than 75% of such part of the paid-up share capital of the company as gives a right to vote at the meeting
|4.||Whether the Public Sector banks can hold their AGM through Video Conferencing?
As the circular is applicable only on the Companies, therefore the public sector bank can’t hold their AGM through video conferencing.
|5.||If Companies holding AGM through Video Conferencing, whether they can circulate Notice and other annexures through e-mail?
Due to the difficulties involved in dispatching of physical copies of the Financial statements (including Board’s report, Auditor’s report or other documents required to be attached therewith), such statements shall be sent only by email to the members, trustees for the debenture-holder of any debentures issued by the company, and to all other persons so entitled
|6.||If the Company doesn’t have the email ids of all the Shareholders then what is the process for circulating notice to them?
The company shall contact all the members whose e-mail addresses are not registered with the company over telephone/any other mode, before sending notice to all the members;
|7.||If the Contact detail of any member is not available with the Company, then what is the process of circulating the Notice of AGM
Company shall issue of public notice in vernacular language and vernacular newspaper in which the registered office is situated, & in English language and English newspaper having wide circulation in that district and electronic editions.
|8.||What shall be the content of the News Paper advertisement?
The following content shall form part of the public notice:
o a statement that the EGM shall be convened through VC or OAVM; and the company proposes to send the notice by email at least 3 days from the date of the publication of the public notice;
o the details of the email address along with the phone number on which the members may contact for getting their e-mail addresses registered for participation and voting in the Meeting
|9.||Whether a member can attend through Teleconference (without Video)?
As per the provision of VC, there should be both the things Audio plus video. A member can’t join only by single mode.
|10.||Member attending AGM through VC shall be counted for quorum or not?
Member attending through VC shall be counted for quorum.
|11.|| How to vote in a meeting held through Video Conferencing?
The company shall provide a designated e-mail address to all the members at the time of sending the notice of Meeting so that the members can convey their vote by sending through email addresses which are registered with the company.
|12.||Whether it is mandatory for the auditor to attend AGM held through VC?
The auditor or his authorized representative, shall attend such Meeting.
|13.||Which resolution required to file with the ROC in e-form MGT-14?
All the resolutions (ordinary or Special) , passed in accordance with this mechanism shall be filed with the ROC within 60 days of the Meeting.
|14.||Whether members can inspect registers/ other documents, if meeting is held through video conferencing?
The companies shall ensure that all the other compliances associated with the provisions relating to the General Meetings viz making of disclosures, inspection of related documents/registers by members, or authorizations for voting by body corporates, etc as provided in the Act and the Article of Association of the company are made through electronic mode.
|15.||Whether proxy can be appoint to attend the AGM conducted through VC?
Proxy are not allowed to attend AGM held through Video conferencing.
|16.||Who is allowed to vote in the AGM held through VC?
All the members attending meeting through VC can vote.
|17.||In case of a Private Limited Company having 2 individual shareholders residing out of India. Whether they can appoint proxy to attend the physical AGM in India?
As per the provisions of the Act, Proxy shall not counted for quorum. Therefore, individual shareholder can’t complete AGM with the presence of proxy only.
|18.||Up to what time members can join the AGM?
The facility for joining the meeting shall be kept open at least 15 minutes before the time scheduled to start the meeting and shall not be closed till the expiry of 15 minutes after such scheduled time.
|19.||If it is possible for company to hold physical AGM, then whether it is mandatory to hold AGM through VC?
It is not mandatory to hold AGM through Video Conferencing. It is just an option with the Company.
|20.||What will be the place of meeting convened through VC or OAVM?
There will be no place of meeting, since all the participants will be joining the meeting through VC or OAVM
|21.||Whether recorded transcript of the meeting is mandatory?
In case of a Public Company, the recorded transcript of the meeting, shall as soon as possible, be also made available on the website (if any) of the company.
In case of Private limited Company, it is not mandatory.
|22.||In case family members are the only shareholders of the company and they can hold meeting physically. Whether they are allowed for same?
Yes, if any company can hold physical meeting by following CoVID19 guidelines of the state,then they can hold the physical meeting instead of VC.
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Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at [email protected]).
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