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Annual general meetings through video conferencing

Gopika (Asst Manager-Compliance)   (218 Points)

21 May 2011  

The government today allowed companies to hold annual general meetings through video conferencing, with a view to provide larger participation and for curbing costs, borne by the shareholders to attend AGMs.

Accordingly, a company would have to send a notice informing shareholders about “the availability of participation through video conference, and provide necessary information to enable shareholders to access the available facility of videoconferencing”, the Corporate Affairs Ministry said in a notification.

This is a part of the MCA’s Green Initiative Campaign for Corporate Governance.

Video conference facility enables all persons participating in a meeting to communicate concurrently with each other without an intermediary, and to participate effectively in the meeting.

View Press Release issued by Min of Corporate Affairs on 20.05.2011


 15 Replies

CS Ankur Srivastava (Company Secretary & Compliance Officer)   (17821 Points)
Replied 21 May 2011

Clarification on Green initiative in the Corporate Governance – Participation by Directors in meetings of Board / Committee of Directors under the Companies Act, 1956 through Electronic mode

 

The Ministry of Corporate Affairs has clarified that that a shareholder of the company may participate in a general meeting under the provisions of Companies Act, 1956 through electronic mode. 


The Clarification is a sequel to the representations being received by the Ministry from various Industry bodies to recognize participation by shareholders in meetings under the Companies Act, 1956 through electronic mode after it took a Green initiative in the Corporate Governance by allowing paperless compliances by the Companies after considering sections 2, 4, 5, 13 and 81 of the Information Technology Act, 2000 for legal validity of compliances under Companies Act, 1956 through electronic mode. 


Section 13 of the Information Technology Act, 2000, inter-alia provides time and place of dispatch of notices in electronic mode, which may be applicable for the purpose of notice period provided in the Companies Act, 1956 or in the Article of Association of the company. 


For this purpose, the company shall also comply with the following requirements and procedures, in addition to the normal procedures required under the Companies Act, 1956 for holding general meeting: --

(a) Electronic mode means video conference facility i.e. audio-visual electronic communication facility employed which enables all persons participating in that meeting to communicate concurrently with each other without an intermediary, and to participate effectively in the meeting. 

(b) The notice of the meeting must inform shareholders regarding availability of participation through video conference, and provide necessary information to enable shareholders to access the available facility of videoconferencing. 

(c) The Chairman of the meeting and Secretary shall assume the following responsibilities: 

(i) to safeguard the integrity of the meeting via videoconferencing.
(ii) to ensure proper videoconference equipment/facilities. 
(iii) to prepare the minutes of the meeting. 
(iv) to ensure that no one other than the concerned shareholder or proxy to the shareholder is attending the meeting through electronic mode. 
(v) If a statement of a participant in the meeting via videoconferencing is interrupted or garbled, the Chairman of the meeting or Secretary shall request for a repeat or reiteration, and if need be, the Chairman or Secretary shall repeat what he heard the participant was saying for confirmation or correction. 


Section 166 of the Companies Act, 1956 inter-alia provides that a company is required to have its Annual General Meeting either at the registered office of the company or at place within the city, town or the village in which registered office of the company is situated. 


Section 174 of the Companies Act, 1956 inter-alia provides that at least five members in case of public company and two members in case of other company have to be personally present and shall be the quorum for the general meeting. 


In a general meeting, where shareholders are allowed to participate through electronic mode, the quorum as required under section 174 of the Companies Act, 1956 as well as chairman of the meeting shall have to be physically present at the place of the meeting. 


To provide larger participation and for curbing the cost borne by the shareholders to attend general meetings, listed companies may provide video conferencing connectivity during such meetings at least five places in India. It is recommended that these places would be situated all over India in such a way that it covers top five States/UTs based on maximum number of members or at least 1000 members, whichever is more, residing as per the address registered with the depositories. 


It may be noted that to have secured electronic platform for capturing accurate electronic voting processes, the necessary clarification has already been issued by the Ministry through a circular issued on May 02, 2011.

2 Like

Ashish Gaggar (Propritor) (85 Points)
Replied 06 June 2011

Dear Members,

 

Can any one confirm whether it is opotional or Mandatory for Listed Companies to hold General Meetings through Video Conferening.

Krish (CA Final ) (3326 Points)
Replied 11 June 2011

Now its Mandatory.

Meet Joshi (Company Secretary) (275 Points)
Replied 05 May 2012

As per my Interpretation of Circular No. 72/2011 dated 27.12.2011 this is Optional for the shareholders meetings to be held for the financial year 2011-12.

Others' views are solicited.

CS Ankur Srivastava (Company Secretary & Compliance Officer)   (17821 Points)
Replied 10 September 2012

It is optional.

The Ministry of Corporate Affairs has clarified that that a shareholder of the company may participate in a general meeting under the provisions of Companies Act, 1956 through electronic mode.

Read more at: /forum/annual-general-meetings-through-video-conferencing-145185.asp#.UE3Twa7UtJE
The Ministry of Corporate Affairs has clarified that that a shareholder of the company may participate in a general meeting under the provisions of Companies Act, 1956 through electronic mode.

Read more at: /forum/annual-general-meetings-through-video-conferencing-145185.asp#.UE3Twa7UtJE
The Ministry of Corporate Affairs has clarified that that a shareholder of the company may participate in a general meeting under the provisions of Companies Act, 1956 through electronic mode.

Read more at: /forum/annual-general-meetings-through-video-conferencing-145185.asp#.UE3Twa7UtJE

The Ministry of Corporate Affairs has clarified that that a shareholder of the company may participate in a general meeting under the provisions of Companies Act, 1956 through electronic mode.

Read more at: /forum/annual-general-meetings-through-video-conferencing-145185.asp#.UE3Twa7UtJE
The Ministry of Corporate Affairs has clarified that that a shareholder of the company may participate in a general meeting under the provisions of Companies Act, 1956 through electronic mode.

Read more at: /forum/annual-general-meetings-through-video-conferencing-145185.asp#.UE3Twa7UtJE

Tanveer Md Masood (Indispensable) (361 Points)
Replied 14 September 2012

DEAR EXPERTS... ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCING WAS THERE FOR OVER A LONG TIME- MAY BE THE GOVERNMENT OR THE MINISTRY OF CORPORATE AFFAIRS HAVE MADE IT MANDATORY THESE DAYS.THE RATIONALE IS TO ENSURE GREATER PARTICIPATION WHERE THE DIRECTORS ARE LOCATED ABROAD OR OUTSIDE THE REGISTERED OFFICE OF THE COMPANY. REGARDS TANVEER

CS Ankur Srivastava (Company Secretary & Compliance Officer)   (17821 Points)
Replied 15 September 2012

It is optional, provisions are also encorporated in the listing agreement as well however, currently it is optional.

 

Certain set of procedures are started applying on the top 500 listed companies, Meeting through Video Conferencing is one of such procedures.

Yogita Bhatia (Company Secretary) (116 Points)
Replied 12 December 2014

whether AGM can be held through video conferencing under companies act, 2013???

CS Mitesh Mehta (Company Secretary) (17124 Points)
Replied 17 December 2014

The Companies act is silent on holding AGM through Video Conferencing. 

Ruby sharma (Chartered Accountant) (22 Points)
Replied 07 December 2016

Whether AGM through video coferencing is possible if the company is having only 2 shareholders.One of the shareholder is company and second shareholder is non resident and he is not residing in India. Please rply fast. Thanks in advancesmiley

CS Mitesh Mehta (Company Secretary) (17124 Points)
Replied 12 December 2016

Yes. 

 

If the private company has only 2 shareholders and out of these, if one person attends the meeting through video conferencing, then he will be counted for the purposes of quorum

1 Like

(Guest)
video conference for AGM,????????? Uh mean e-voTing????

(Guest)
Till Date I heard video conference only for BM

Gowtham (nil) (22 Points)
Replied 25 April 2017

 PRIVATE REGITAR IN INDIA AS PER COMPANY ACT 2013 ,IF IT HOLD GENERAL MEETING OUTSIDE INDIA ITS POSSIBLE

(95% OF VOTING RIGHT IS OUT SIDE INDIA)

 


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