India: Extension Of Time For Holding Of Annual General Meeting And Extraordinary General Meetings Through Video Conferencing Or Other Audio-Visual Means Till September 30, 2023

The Ministry of Corporate Affairs (MCA) has issued a clarification (through its General Circular No. 10/2022 and General Circular No. 11/2022, dated 28.12.2022) allowing the conduct of annual general meeting (AGM) and extra ordinary general meetings (EGM) of companies due for the year 2023, through video conference (VC) or other audio-visual means (OAVM) mode till September 30, 2023.

In continuation of MCA's General Circular No. 20/2020 dated 05.05.2020¹ and General Circular No. 02/2022 dated 05.05.2022², the MCA decided to allow companies whose AGM is due in the year 2023, to conduct their AGM on or before September 30, 2023, in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated 05.05.2020.

Para 3 of the General Circular No. 20/2020 dated 05.05.2020 prescribes the requirements to be fulfilled for conduct of AGM by companies through VC or OAVM for companies which are required to provide the facility of e-voting under the Companies Act, 2013 ("Act"), or any other company which has opted for such facility and for those companies which are not required to provide the facility of e-voting under the Companies Act. Para 4 stipulates that all other compliances associated with the provisions relating to general meetings viz. taking of disclosures, inspection of related documents/registers by members, or authorizations for voting by bodies corporate etc. as provided under the Act and the articles of association of the company are made through electronic mode.

It has also been expressly clarified that the General Circular No. 10/2022 shall not be construed as conferring any extension of time for holding of AGM by companies under the Act and that companies which have not adhered to the relevant timelines shall be liable to legal action under the appropriate provisions of the Act.

Similarly, vide General Circular No. 11/2022, MCA has issued clarification on the passing of ordinary and special resolutions by companies under the Act and has allowed companies to conduct their EGMs through VC or OAVM or transact items through postal ballot up to September 30, 2023. This circular is in continuance of the MCA's earlier General Circular No. 14/2020 dated April 8, 2020³, and General Circular No. 03/2022, dated May 5, 2022⁴ and all requirements as provided in the said circulars are to be complied with (please refer to our earlier article here⁵ on the compliance required.)

In view of the circulars, MCA has simply extended the time for mode of holding of the AGM and EGMs through VC or OAVM. The due date of AGM has not been extended and the AGM would need to be held on or before September 30, 2022.

Footnotes

1. https://www.mca.gov.in/Ministry/pdf/Circular20_05052020.pdf

2. https://www.mca.gov.in/bin/dms/getdocument?mds=ArgX2%252B%252BijiObjlpD2nMcUA%253D%253D&type=open

3. https://www.mca.gov.in/Ministry/pdf/Circular14_08042020.pdf

4. https://www.mca.gov.in/bin/dms/getdocument?mds=JBdXGa0hUFPRoITMEqTz6g%253D%253D&type=open

5. "Guidelines To Pass Ordinary And Special Resolution By Companies Owing To The Threat Posed By COVID-19", Mondaq (https://www.mondaq.com/article/920552)

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