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Video conferencing or other audio visual means” has been defined to mean that audio- visual electronic communication facility employed which enables all the persons participating in a meeting to communicate concurrently with each other without an intermediary and to participate in the meeting effectively and efficiently

CONTENTS


S.No.

Particulars

1

Meetings through Video Conferencing and Other Audio Visual Means (VC / OAVM)

2

Meaning of Video Conferencing or Other Audio Visual Means

3

Modalities of Holding of Board Meetings Through Video Conferencing

4

Matters not to be dealt with in a meeting through Video Conferencing or Other Audio Visual Means

5

Holding Shareholders Meeting Through Video Conferencing (VC) Or Other Audio Visual Means (OAVM)

6

Clarification’s issued by the ICSI on SS-1 & SS-2on basis of the circulars issued by the MCA

7

FAQs on Meetings Through Video Conferencing or Other Audio Visual Means

ANNEXURES

Annexure I

General Circular No. 14/2020 dated 8 April, 2020

Annexure II

General Circular No. 17/2020 dated 13th April, 2020

Annexure III

General Circular No. 18/2020 dated 21st April, 2020

Annexure IV

General Circular No. 20 /2020 dated 5th May, 2020

Annexure V

General Circular No 22/2020 dated 15th June, 2020

Annexure VI

General Circular No. 28/2020 dated 17th August, 2020

Annexure VII

Companies (Meetings of Board and its Powers) Amendment Rules, 2020 dated 19th March,2020

Annexure VIII

Companies (Meetings of Board and its Powers) Second Amendment Rules, 2020 dated 23rd June, 2020

Annexure XI

Clarification/ Guidance on applicability of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by ICSI

FAQS ON VIRTUAL MEETINGS

FAQs ON MEETINGS THROUGH VIDEO CONFERENCING OR OTHER AUDIO VISUAL MEANS

1.     Act does not contain any provisions for holding General meetings (EGMs or AGMs) through video conferencing. Can MCA by way of a circular permit the companies hold the General meeting through video conferencing?

A : MCA has power to make Rules under section 469 of the Act. Considering the difficult circumstances MCA has proactively taken decision to enable corporates to proceed with the business. Even if such meetings are challenged the judiciary may take sympathetic view considering the difficult circumstances.

2. Can the companies hold the General meetings in a hybrid mode i.e. physical as well as video conferencing?

A: Yes, it is not mandatory for companies to hold general meetings through VC only. Meetings may be held in physical mode or in hybrid mode also i.e. both physical and VC

3. Why the prescribed procedure is different for companies providing e-voting facility and the companies not providing e-voting facility?

A: Considering the size of the companies and number of shareholders, the procedure has been prescribed.

4.Is it mandatory to hold the General meetings through VC also during the business hours of the company only?

A: Yes, there is no relaxation to this effect

5. How to accommodate the shareholders who wants to ask questions in view of the large attendance of shareholders throughout the length and breadth of the country?

A: In the notice to the AGM it may be mentioned that shareholders whoever wants to speak to get their names registered and it’s also to be mentioned that at the discretion of the Chairman the speakers will be allowed to speak depending upon the availability of time

6. Why the proxy provisions are dispensed with in case of General meetings held through video conferencing?

A: In case of VC meetings there is no question of proxy attendance. A shareholder can himself attend the meeting from wherever he is located. Same applies to the case with e-voting. In case of e-voting also there is no proxy to vote on behalf of the shareholder.

7. At least one independent director and auditor or his representative shall attend the General meeting held through video conferencing. What will happen if they could not attend the meeting?

A: Such meeting can’t be conducted through VC / OAVM

8. Institutional investors shall be encouraged to attend and vote at the General meetings held through video conferencing. What does this mean?

A: They are to be informed about the meetings well in time and also appraise the procedure of attending the meeting

9. All resolutions passed at the General meetings are to be filed with the ROC within sixty days. Does this mean that resolutions passed for Ordinary business also have to be filed with ROC?

A: Yes, the filings are to be made in e-Form MGT – 14 for all resolutions.

10. Is the route map required to be given as prescribed under SS-2?

A: Since the general meeting is being held virtually, no one need to travel to the venue and route map is not required. Hence no need to provide the route map and the same is to be mentioned in the notice to general meetings

11. Is it required to give venue of the meeting in the Notice? If so what would be the venue of the meeting, for meetings held through video conferencing?

A: Yes, place of the meeting shall be provided in the Notice. In case of virtual meetings deemed venue is to be given

12. How poll is to be conducted where a company is not required and has not opted for e-voting but has more than fifty members and is not possible to go for vote on show of hands?

A: Company to provide a designated e-mail id and shareholders to send their mandate to the designated e-mail id through their registered e-mail ids.

13. Are there any restrictions in transacting any businesses at EGMs and AGMs held through video conferencing?

A: Yes, in case of EGMs Ordinary business shall not be transacted. In case of both EGMs and AGMs businesses where opportunity of hearing is to be given such businesses shall not be transacted.

14. For conduct of AGMs through VC/OAVM, can the Companies mention in their AGM notices that the Company holds the right to restrict the number of speaker shareholders depending on the availability of time. Are the companies allowed to restrict speakers?

A: Yes, companies can restrict the speakers depending upon the availability of time. The notice calling for meeting should require the speaker shareholders to register themselves in advance and depending upon the time availability, it shall be at the discretion of the Chairman to allow the speakers. In addition, companies may allow recordings to be sent in advance with the permission of the Chairman and shareholders, in order to avoid scenarios where a speaker shareholder may get disconnected or have an audio/visual connection issue, thus saving time and effectively maintaining the decorum of the meeting.

15. The number of speakers registering to speak at the meeting has gone up considerably. Companies are forced to choose those speakers who are favorably disposed to the company. Is this a correct practice? How can this be managed ?

A: If the number of speaker’s shareholders registering is considerably more, the Chairman should put a cut-off as it may not be feasible to allow all the registered speakers due to time constraints. For e.g., giving 3 mins each to 50 registered speakers in a meeting held through VC or OAVM will prolong the meeting with 150 minutes. Therefore, it is at the discretion of Chairman to decide the order (first come first serve, etc.) and the cut-off depending on the situation and time availability.

16. Is it mandatory to share the question / query well in advance with the Company by the Shareholder at the time of registering himself as speaker. Can a shareholder refuse to share the question, even if asked to share, by the Company.

A: shareholder may share his query well in advance with the Company so that even if he could not get connected, his query may be read out and answered. However, the shareholder may prefer to raise his query at the meeting only and in such case he need not share his query in advance with the Company.

17. Is the presence of Auditors (Statutory & Secretarial) mandatory in AGM held via VC & OAVM?

A: Yes, the presence of Auditors or his representative who is qualified to be appointed as an Auditor, is mandatory in AGM held via VC or OAVM.

18. If a Company is unable to pay the dividend to any shareholder by the electronic mode, due to non-availability of the details of the bank account, can a Company dispatch the dividend warrants / cheque to such shareholder by post, after normalization of the postal services. How the relevant provisions of the Dividend would be treated as complied?

A: Yes, as provided under Circular 20/2020 dated May 5, 2020 wherever a shareholder has not registered his ECS mandate / bank particulars, a company can dispatch the dividend warrants once the normalcy is restored.

19. If we obtain permission from the authorities, can we hold physical meeting and also give facility for e-voting?

A: Ministry of Corporate Affairs has provided a facility to conduct meetings through VC or OAVM keeping in view the social distancing requirements caused due to the Covid – 19 Pandemic. A Company can hold a physical meeting instead, taking all necessary precautions to maintain social distancing if there is no stringent lockdown at the place which is decided to be the venue of the meeting and after taking the required permissions from various authorities which will depend on number of factors such as the number of members assembling, etc.

Also, keeping in view the prevailing conditions and for the benefit of other shareholders who cannot attend the meeting physically due to various restrictions (travel or otherwise), it is advisable that the Company should extend an option of attending the said meeting through VC or OAVM also in case of conducting physical meeting.

In case of a small company where the number of members is less (10 – 15), staying in the same vicinity, and can meet physically without violating the lock down restrictions, then the Company may opt to hold a physical meeting. However, it is advisable to hold meetings through VC or OAVM until normal conditions return.

20. How can the companies keep registers open for inspection at the AGM held via VC or OAVM, if the Company does not maintain the registers in electronic form and nor the company has scanned the same?

A: In case the registers are not maintained in an electronic form, the physical registers/documents should be scanned for uploading in a virtual data room established for the purpose. Login ID and password can be provided for inspection and it is to be ensured that only view rights are given for inspection and the registers/documents cannot be deleted, copied or downloaded or the register/documents may be made available for inspection on a virtual platform (e.g., Zoom, Microsoft teams, etc.), and displayed in a presentation form. The registers/documents which shall be made available for inspection in connection with the AGM, shall be made available from the time notice is given till the conclusion of the meeting.

    Click on the following link to access the FAQs on (VC/OAVM)

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      We provide financial, tax and corporate law due diligence support to our clients for inbound and outbound transactions.

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    What Clients Say About Us

    • The team at Affluence Advisory Services played an important role in helping us draft various applications, including that for applying to the RBI for registration as an NBFC. Ably led by you, the team has a thorough understanding of regulations and procedures. Their approach is very professional, proactive and they respond promptly to all queries. Our entire experience during the above process was seamless and solution oriented. Due to this pleasant experience, we continued to seek the guidance for all subsequent engagements wrt secretarial and regulatory compliances as well.We thank you and your team for the continued support and good wishes. We are happy to recommend you to organisations/ individuals seeking guidance on regulatory/ secretarial/ corporate affairs matters.

      Utpal Isser
      Co-founder, MD and CEO of Sarvagram Fincare
    • We recently partnerd with Affluence Advisory for ESOP implementation and ongoing administration, and the experience has been very good. The team ensured a smooth and compliant setup, and their support in managing grants,vesting, and documentation has been promt and professional. Their expertise gave us confidence throughout the process.

      Dinshaw S. Irani
      CEO, Helios Capital
    • As a listed entity, implementing and managing an ESOP requires not just technical expertise but also a deep understanding of regulatory compliance, stakeholder communication, and market expectations. We partnered with Affluence Advisory for end-to-end ESOP advisory, and their contribution has been truly exceptional.
      Their team brought in-depth knowledge of SEBI regulations, Companies Act provisions, and best practices in structuring ESOPs for listed companies. From designing the scheme and obtaining necessary approvals to drafting documentation and aligning with investor expectations, their guidance was comprehensive, timely, and highly professional.
      We particularly appreciate their ability to collaborate seamlessly with our internal teams and board members. Thanks to their support, we were able to implement an ESOP framework that is strategic, compliant, and aligned with our long-term value creation goals.
      We would highly recommend Affluence Advisory to any listed company exploring equity-based compensation strategies.
      CS Sudha Didwania
      Compliance officer, Autoriders International Ltd.
    • As an established listed entity with large number of employees, implementing and managing an ESOP requires not just technical expertise but also an understanding of structure, framework, regulatory compliance, stakeholder communication, and market expectations. We partnered with Affluence Advisory for end-to-end ESOP advisory, and their contribution has been valuable.
      We appreciate their knowledge of Structuring the Scheme, SEBI regulations, Companies Act provisions, and Market Best practices in structuring ESOPs.
      We particularly appreciate their ability to collaborate seamlessly with our internal teams and would recommend Affluence Advisory for exploring equity-based compensation strategies

      Jaidip Chatterjee
      (CHRO) Group Human Resources,RELIANCE
    • We met Affluence when they were advising Mumbai Oncocare  (our portfolio company) on their fund raise. During the course of this investment journey, we were exposed to the 360 degree approach that Affluence and CA Nimish Khakhar brought to the table which was not merely limited to due diligence and modelling but went way beyond in terms of regulatory compliances, MIS development, Finance and Account support, secretarial support and so on. We were extremely relieved and pleased with the post investment support that they continue to give to Mumbai Oncocare. We actively encourage our portfolio companies to evaluate Affluence’s service offerings and have already co-opted them with some of our other portfolio companies. Affluence does a great job of identifying gaps and help bridge the same with its committed and professional approach to the tasks that they undertake. I look forward to building on this partnership with Affluence.

      Mr. Vamesh Chovatia
      Partner, TATA CAPITAL Healthcare Fund
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      Mr. K Ullas Kamath,
      Joint Managing Director, Jyothy Labs Ltd, Chairman – FICCI Karnataka State Council
    • We have worked with Affluence and Nimish,for well over 9 years from.From creating our companies, to handling them when they are at a multi billion dollar stage, we have found them taking care of each aspect with as much attention & perfection.
      I would go on to say, that they are one of the pillars and architects of our success and wish them the very best in everything.

      Mr. Siddharth Shah
      Co-founder, MD and CEO of Pharmeasy
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      Thank you, Affluence, for being a trusted and reliable partner in our growth!

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      AVP – Finance, Vivifi India Finance Private Limited
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    • CA Nimish Khakhar

      Nimish Khakhar

      He is a fellow member of the Institute of Chartered Accountants of India. He has over 23 years of experience in Transaction (M &A) and Transaction Support Services (Vendor and Buyer side Due Diligence). His Portfolio includes both Brick and Mortar and Modern Trade Businesses. He has played key roles in a few large M & A transactions and is also been actively involved in advising Unicorns since the commencement of operations.

    • CS S. N. Baheti

      S. N. Baheti

      He is an Associate Member of the Institute of Company Secretaries of India. He has 42 years of work experience in banking and financial services (including 34 years in IDBI group), with a diversified work profile having all-round exposure to activities of Development Financial Institutions, Infrastructure Debt Fund (NBFC), Mutual Funds, Commercial Banking, NBFC-HFC, and Company Boards including MD and CEO positions and Directorships in large corporates. Presently handling assignments as Insolvency Professional. He has played a key role as RBI representative in the resolution of one of the largest NBFC transaction.

    • CA Dwiresh Oza

      Dwiresh Oza

      He is having 27 years of extensive professional experience in Corporate Finance, Project Finance, Private Equity, Public/Rights Issues, Due Diligence, Corporate Debt Restructuring (CDR), ERP implementation, 50:50 International Joint Venture, Closely held as well as Listed Manufacturing Accounting, Statutory/Internal/Tax Audit and knowledge of IFRS. Have worked for more than 10 years in Infrastructure, viz. Ports and roads. Have demonstrated the ability to work across teams and with the senior management and Board of Directors in achieving various strategic initiatives on a time-bound and structured approach.

    • Subhamoy Chatterjee

      Subhamoy Chatterjee

      He has experience of over 21+ years in the Banking and Financial Services Industry. He has essayed leadership roles across key functions of market advisory, treasury, relationship management, and product strategy. He expertise extends to inorganic growth through acquisitions, strategy development, and technology integration. He's successfully managed Profit and Loss centers, implemented cost-saving measures, and contributed to organizations like ICICI Bank, Standard Chartered, and Thomson Reuters.

    • Tushar Trivedi

      Tushar Trivedi

      He is an Operation and Digital Transformation Consultant with 31+ years of experience in working with MNCs and large corporate clients in India and overseas like Oracle India, PwC, Citi Bank, Kotak Mahindra Bank, and NBAD. He has also been the recipient of prestigious awards from several institutions and publications.

    • CA Payal Gada

      Payal Gada

      She is a fellow member of the Institute of Chartered Accountants of India and has 18 years of post-qualification experience. She is a registered valuer with IBBI as Valuation Professional and for the last 8 years, she is working on financial modeling and fair value analysis across different industries for diverse purposes, including regulatory/compliance, investment, and financial reporting. Fair valuation across asset classes including but not limited to business valuation, intangible, ESOPs, convertible instruments, and other complex instruments.

    • CA Rashmi Dubey

      Rashmi Dubey

      She is an associate member of the Institute of Chartered Accountants of India. Over 6 years of post-qualification experience she has specialized in Risk Advisory. Her Risk Advisory experience includes internal audit, ICFR, designing of SOPs, corporate governance, enterprise risk management, internal audits.

    • CA Anand Shroff

      Anand Shroff

      He have experience of over 22+ years in Strategic Advisory and Corporate Finance. As a finance head, Anand has demonstrated the ability to work across functional teams and with the senior management and Board of Directors and achieved the organizational goals within a scheduled time through his structured approach. During his stint in the industry, Anand shouldered the responsibility of business expansion through M&A and raised capital through debts and equity. Anand has closely worked with the Promoters and took up the responsibility of execution of the entire project by coordinating with the multiple advisory agencies involved in the project. He carried this experience and assisted the Promoters with family offices set up and further advised the Promoters on domestic and overseas investments.

    • CA Hujefa Karjatwala

      Hujefa Karjatwala

      He is an associate member of the Institute of Chartered Accountants of India having experience of more than 12 years in profession. He specializes in Indirect Taxation & Internal audits. His area of interest includes Goods and Service Tax practice for SME clients and Internal audits.

    • CS Sachin Kotian

      Sachin Kotian

      He is a fellow member of the Institute of Company Secretaries of India. With Over 18 years of experience, he has expanded his advisory and compliance services for Private Equity, Venture Capital, Portfolio Companies Compliances, NBFC Registration & Compliance, Due Diligence, Mergers & Amalgamations, FDI & ODI Compliances, and ESOPs. He is also handle Client Relationships and provides guidance on FEMA / NBFC / Compounding / and other Corporate Laws related Matters.

    • CS Vinesh Mestry

      Vinesh Mestry

      He is an associated member of the Institute of Company Secretaries of India. His horizon for more than 7 years in the field of Corporate Law and adjudication-related matters before Regional Directors, NCLT. His LLB qualification gives an additional advantage in matters relating to Compounding, Mergers & Amalgamations before Regional Directors, NCLT & Other Regulatory Authorities.

    • CS Bhavesh Chheda

      Bhavesh Chheda

      He is an associate member of the Institute of Company Secretaries of India. He has experience of more than 10 years and specializes in the areas of Listing Compliance, SME & Mainboard IPO, Preferential Issues, Capital Structuring in Listed Companies, SEBI Intermediary Registration & Compliances, ESOP, Mergers & Amalgamations, Implementation of Resolution Plans after NCLT Approval, and other related matters. He also provides guidance and support to the compliance team in respect of Companies Act / RBI / FEMA / Corporate law.

    • CS Tanvi Shah

      Tanvi Shah

      She is an associate member of the Institute of Company Secretaries of India. Over 5 years of post-qualification experience, she focuses on Compliances of Companies Act/RBI/ and NBFC.

    • CS Raina Shah

      Raina Shah

      CS Raina R.Shah Corporate Governance & Compliance Specialist, with over Nine plus years of expertise in Company Secretary. She brings a strong foundation in corporate law and compliance, backed by a Bachelor of Legislative Law degree and membership with the Institute of Company Secretaries of India. Her professional focus spans Private Placement, Corporate Demergers, Foreign Acquisitions, Incorporation of International Entities, Debt Transactions, CSR, and Strategic Fundraising. Known for driving seamless corporate operations, she ensures rigorous due diligence and robust risk management, empowering organizations to grow responsibly and sustainably.

    • Chaital Vas
      Advocate & Solicitor

      Chaital Vas
      Advocate & Solicitor

      She is a member of the Bombay Incorporated Law Society (BILS). She is a seasoned corporate lawyer with over two decades of experience. She excels in corporate advisory matters, SEBI regulations, and has a rich expertise spanning industries like Banking, Real Estate, IT, and more. She is renowned for her skill in drafting legal documents and guiding clients through complex regulatory landscapes

    • Bhakti J. Thakker
      Advocate & Solicitor

      Bhakti J. Thakker
      Advocate & Solicitor

      She is a member of the Bombay Incorporated Law Society (BILS). She has handled Real Estate Transactions such as the sale of land/ flats, leave and license, leases and Wills, Testamentary Matters, and general corporate matters such as giving legal opinions including drafting the concerned relevant deeds and documents.

    • CS Atharva Kale

      Atharva Kale

      He is an Associate Member of the Institute of Company Secretaries of India (ICSI), with a legal background and a focused interest in corporate and securities law. With a fresh perspective and strong academic grounding, he is actively involved in matters relating to company law, NBFC regulations, and SEBI compliance.

    • CS Grishma Malvankar

      Grishma Malvankar

      She is a qualified Company Secretary with over one year of experience in corporate and compliance laws. She has worked on various matters including secretarial compliance, drafting, and corporate governance, with a strong focus on accuracy and attention to detail. She has been actively involved in key projects such as Employee Stock Option Plans (ESOPs) and fast-track mergers, demonstrating her ability to handle complex legal and regulatory processes.

    • CA Ambarish Sodha

      Ambarish Sodha

      He is a fellow member of the Institute of Chartered Accountants of India. Over 43 years in direct tax litigation and tax advisory services, he appears before first and second appellate authorities. Over and above Profession, he is actively engaged in several social causes including promoting girls’ education in rural areas.

    • CA Payal Khakhar

      Payal Khakhar

      She is a fellow member of the Institute of Chartered Accountants of India. She has experience with over two decades. She heads indirect tax practice that covers regular GST compliances, GST reviews, and advisory services across different sectors.

    • CA Tejas Sodha

      Tejas Sodha

      He is a fellow member of the Institute of Chartered Accountants of India. He handles Direct tax litigation and compliance for over 12 years and regularly appears before first and second appellate authorities. He advises NRI on direct tax and withholding tax matters. His involvement in complex tax structuring has been appreciated by the Clients.

    • CA Dipesh Sangoi

      Dipesh Sangoi

      He is a fellow member of the Institute of Chartered Accountants of India. He heads Assurance practice and handles listed as well as unlisted companies and MNCs over the last 15 years. He manages Statutory Audits, Bank Audits - Central Statutory and Branch Audits, and Certification work for obtaining Bank Finance and certificates required for Public Issues.

    • CA Payal Doshi

      Payal Doshi

      She is a member of the Institute of Chartered Accountants of India. Her 10 years of experience is channelized towards Statutory Audits of Listed as well as unlisted entities and Tax Audits and Certification work.

    • CA Viral Shah

      Viral Shah

      He is a member of the Institute of Chartered Accountants of India. He has experience of more than 7 years and he is involved in Statutory Audits of Listed as well as Unlisted entities and Tax Audits and Bank Audits.

    • CA Ritesh Jain

      Ritesh Jain

      He is a member of the Institute of Chartered Accountants of India. He is engaged in compliance and management support functions. His industry experience contributes significantly to his delivery.

    • CA Aakash Sarda

      Aakash Sarda

      He is a qualified Chartered Accountant having an experience of over 7 years in Indirect Taxation. He has worked with Deloitte in the Indirect Taxation team for over 5 years. He has handholded clients with Service Tax, VAT/CST, GST compliances, advisory, refunds, department audits, inquiries and investigations by intelligence wings of the department and litigation matters. He also holds experience in conducting Anti-Profiteering study. He has assisted in preparing a representation for Gems & Jewellery sector on GST concessions sought by them. Further, he holds experience with SEZ related matters such as setting up a unit in SEZ area, their monthly compliances and advising them on their business transactions. His experience also covers the examination of agreements and evaluates the GST impact of the transaction under consideration. He has provided various opinions through Memo/Notes on issues specific to clients business and industry wide issues. He has served clients like General Insurance, Internet Telecommunication, Information Technology, Hospitality sectors etc. among others.

    • Adv Dhruti Shah

      Dhruti Shah

      She is an attorney practising in taxation matters. She had represented clients before High Court, Debt Recovery Tribunals, City Civil Court and various other forums. She holds experience in handling GST advisory, compliances, returns, computation of tax & it's payment thereof and maintaining audit trials & reports for assistance with assessments. She has served clients in various sectors viz-a-viz Banking, Information Technology, Education, Gaming & Entertainment.