Amid covid crisis, Ministry of Corporate Affairs has allowed Companies to conduct their AGM through (VC) or (OVAM) and now the relief has been continued for AGM to be conducted during the calendar year 2022
Relevant provisions and circulars
• Section 108 of Companies Act,2013
• Rule 18,20, 21 of The Companies (Management & Administration) Rules,2014
• MCA circular 14/17/20 of 2020 circular 2/2022 dated May 05,2022
• SEBI circular SEBI/HO/CFD/CMD 2/CIR/P/2022/62 dated May 13,2022
Companies conducting AGM through VC need to comply with the above given provisions and circulars before AGM, during AGM and after conducting AGM.
Compliance are summarised as below:
COMPLIANCES PRIOR TO AGM
Public notice to be given before sending notice to shareholders
Notice should include:
a. statement that AGM will be convened through VC or OAVM in compliance with applicable provisions of the Act and MCA circular.
b. date and time of the AGM through VC or OAVM
c. availability of notice of the meeting on the website of the Company & the stock exchange
d. manner in which members who are holding physical form or who have not registered their mail id ,can cast their vote through remote e voting or through e voting at meeting
e. the manner in which person who have not registered their mail id can register the same
f. the manner in which members can give their mandate for receiving dividend directly in their bank account through ECS or any other means.
g. any other details as may be necessary
Public Notice also to be given after sending notice
Notice should include:
a. statement that AGM will be convened through VC or OAVM in compliance with applicable provisions of the Act and MCA circular.
b. date and time of the AGM through VC or OAVM
c. availability of notice of the meeting on the website of the Company & the stock exchange
d. manner in which members who are holding physical form or who have not registered their mail id ,can cast their vote through remote e voting or through e voting at meeting
e. the manner in which person who have not registered their mail id can register the same
f. the manner in which members can give their mandate for receiving dividend directly in their bank account through ECS or any other means.
g. any other details as may be necessary
Advertisement be published
• at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated and having a wide circulation 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
Notice of the AGM shall include
a. Disclosure regarding framework for conducting meeting as per MCA circular
b. Instructions on access and participation at meeting
c. Helpline number through RTA, technology provider to assist shareholders in technical matter
COMPLIANCES DURING AGM
1. Unless article provides for selection of Chairman, the Chairman should be appointed as below:
a. If members less than 50 : in accordance with section 104
b. If members above 50 : appointed through poll through e voting system
2. Members present through VC and had not voted through e voting shall be allowed to vote through e voting or show of hands at meeting
3. Attendance of members through VC shall be counted for quorum
4. At least 1 independent director and auditor shall attend the AGM
5. Chairman shall ensure facility of e voting system is available for the purpose of for the voting during the meeting and conducting poll during the meeting through VC.
6. Chairman shall satisfy himself and cause to record the same before considering the business in the meeting that all efforts have been made by the Company to enable member to participate in the meeting.
COMPLIANCES AFTER AGM
1. Resolutions passed at the AGM shall be filed with the ROC within 60 days of AGM.
2. The recorded transcript shall be made available on the website.
KEY POINTS
1. Notice , Annual Report and other documents to be sent to the members, through emails registered with Company/DP/RTA, requirement of sending physical copies are relaxed.
2. Requirement of appointment of proxy is dispensed with as physical presence of members are not required , so member can himself/herself attend the meeting.
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