TMI BlogClarification on holding of annual general meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM)X X X X Extracts X X X X X X X X Extracts X X X X ..... e provisions of Companies Act, 2013 (the Act) or rules made thereunder to allow companies to hold annual general meeting (AGM) in a manner similar to the one provided in General Circular No. 14/2020, dated 08.04.2020 (EGM Circular I) and General Circular No. 17/2020 dated 13.04.2020 (EGM Circular Il), which deal with conduct of extraordinary general meeting (ECM). 2. In the meanwhile, by virtue of the General Circular No. 18/2020, dated 21.04.2020 , the companies whose financial year ended on 31 st December, 2019, have been allowed to hold their AGM by 30th September, 2020 3. The matter has been further examined and it is stated that in view of the continuing restrictions on the movement of persons at several places in the c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion in that district, and at least once in English language in an English newspaper having a wide circulation in that district, preferably both newspapers having electronic editions, and specifying in the advertisement the following information :- a. statement that the AGM will be convened through VC or OAVM in compliance with applicable provisions of the Act read with this Circular; b. the date and time of the AGM through VC or OAVM; c. availability of notice of the meeting on the website of the company and the stock exchange, in case of a listed company; d. the manner in which the members who are holding shares in physical form or who have not registered their email addresses with the company can cast their vote through rem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... em. B. For companies which are not required to provide the facility of e-voting under the Act - I. AGM may be conducted through the facility of VC or OAVM only by a company which has in its records, the email addresses of at least half of its total number of members, who - a. in case of a Nidhi, hold shares of more than one thousand rupees in face value or more than one per cent. of the total paid-up share capital, whichever is less; b. in case of other companies having share capital, who represent no less than seventy-five per cent. of such part of the paid-up share capital of the company as gives a right to vote at the meeting; c. in case of companies not having share capital, who have the right to exercise not less ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er compliances associated with the provisions relating to general meetings viz 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. 5. 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 framework provided in this Circular are advised to prefer applications for extension of AGM at a suitable point of time before the concerned Registrar of Companies under section 96 of the Act. 6. This issues with the approval of the competent authority. Yours faithfu ..... X X X X Extracts X X X X X X X X Extracts X X X X
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