Companies can hold AGM for FY 22-23 through video conference: MCA clarifies

General Circular No. 10/2022, Dated 28.12.2022

The MCA has decided to allow the companies whose AGMs are due in the year 2023 to conduct their AGMs on or before 30.09.2023 through video conferencing (VC) or other audio-visual means (OAVM) in accordance with the requirements laid down in Para 3 and Para 4 of General Circular No. 20/2020 dated 05.05.2020.

The MCA further clarified that this General Circular should 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 provision of the Act.

Para 3 and Para 4 of General Circular No. 20/2020 state that –

For companies which are required to provide the facility of e-voting under the Act, or any other company which has opted for such a facility –

Only those items of special businesses which are unavoidable by the Board can be transacted. Further, copies of financial statements, Board reports, Auditor’s reports or other documents are to be sent only via email to all members, trustees for the debenture holder and to all the persons entitled.

Also, before sending the notice, a public notice by way of advertisement is to be published by the company which is mandatorily required to give an e-voting facility under the Companies Act 2013, in at least one vernacular newspaper in the district in which the registered office of the company is situated etc.

For companies which are not required to provide the facility of e-voting under the Act –

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 the 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 the case of other companies having a share capital, who represent not 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 than seventy-five per cent. of the total voting power exercisable at the meeting.

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