General Circular No.09/2023-Clarification on holding of Annual General Meeting (AGM) and EGM through Video Conference (VC) or Other Audio-Visual Means (OAVM) and passing of Ordinary and Special resolutions by the companies under the Companies Act, 2013 read with rules made thereunde

General Circular No. 09/2023

File No. Policy-17/57/2021-CL-MCA भारत सरकार /Government of India कॉर्पोरेट कार्य मंत्रालय /Ministry of Corporate Affairs 5th Floor, ‘A’ Wing, Shastri Bhawan, Dr. Rajendra Prasad Road, New Delhi 110001 Dated: 25.09.2023

To,

The DGCoA, All Regional Directors, All Registrar of Companies, All Stakeholders.

Subject: Clarification on holding of Annual General Meeting (AGM) and EGM through Video Conference (VC) or Other Audio Visual Means (OAVM) and passing of Ordinary and Special resolutions by the companies under the Companies Act, 2013 read with Rules made thereunder -Extension of timeline-reg.

Sir/Madam,

In continuation to this Ministry's General Circular No. 20/2020 dated 05.05.2020, General Circular No. 02/2022 dated 05.05.2022 and General Circular No. 10/2022 dated 28.12.2022 and after due examination, it has been decided to allow companies whose AGMs are due in the Year 2023 or 2024, to conduct their AGMs through VC or OAVM on or before 30th September, 2024 in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated 05.05.2020.

2. However, it is hereby clarified that General Circular shall not be construed as conferring any extension of statutory time for holding of AGMs by the companies under the Companies Act, 2013 (the Act) and the companies which have not adhered to the relevant statutory timelines shall be liable to legal action under the appropriate provisions of the Act.

3. Further, in continuation to this Ministry's General Circular No. 14/2020 dated 08.04.2020, General Circular No. 03/2022 dated 05.05.2022 and General Circular No. 11/2022 dated 28.12.2022 and after due examination, it has also been decided to allow companies to conduct their EGMs through Video Conference (VC) or Other Audio Visual Means (OAVM) or transact items through postal ballot in accordance with framework provided in the aforesaid Circulars up to 30th September, 2024. All other requirements provided in the said Circulars shall remain unchanged.

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4. This issues with the approval of the Competent Authority.

Yours faithfully,

(Karl Marx) Deputy Director Tel.: 011-2338-7263

Copy to:

1. e-Governance Section and Web Content officer to place the Circular on MCA Website.
2. Guard File.

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