Sample Newspaper Notice: AGM through Video Conferencing

In view of the challenges being faced by the companies due to the Covid-19 Coronavirus pandemic in adherence of the rules and regulations of the Companies Act and SEBI guidelines, the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI) have issued clarifications relaxing certain provisions.

MCA, vide its circulars dated 8th and 13th April, 2020, provided certain relaxations for companies including conducting Extraordinary General Meetings (EGMs) through video conferencing (VC) or other audio-visual means (OAVM). Further, the ministry, vide its circular dated 5th May, 2020, extended these relaxations to Annual General Meetings (AGMs) of companies conducted during the calendar year 2020.

SEBI had also issued a circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 in line with the MCA circulars granting further relaxations and issued clarifications regarding provisions of the Listing Obligations and Disclosure Requirements (LODR) Regulations.

Do go through the above mentioned circulars to be clear on the revised guidelines and temporary relaxations.

Here is a template of newspaper advertisement for information of the members and other stakeholders for conducting AGM through vc and oavm. Modify suitably.

FORMAT

................................. Limited

CIN: ......................................

Regd. Office: .........................

................................................

Tel. No.: .................................

Email Id: ................................

Website: .................................

NOTICE TO THE MEMBERS OF THE ...TH ANNUAL GENERAL MEETING

Dear Member(s),

1. Notice is hereby given that the ...th Annual General Meeting of the Company (AGM) will be convened on ......day, ...th ............., 20xx at ....... a.m. IST through Video Conferencing (VC) or Other Audio Visual Means (OAVM) in accordance with the Ministry of Corporate Affairs (MCA) General Circular No. 20/2020 dated 05th May, 2020 that allows companies to hold AGM in the manner detailed in the General Circular No. 14/2020, dated 08th April, 2020 and General Circular No. 17/2020 dated 13th April, 2020 read with SEBI Circular No: SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 without the physical presence of the Members at a common venue to transact the business as set out in the Notice of the ...th AGM. Facility for appointment of proxy will not be available for the AGM and hence requirement of attaching the Proxy Form and Attendance Slip has been dispensed herewith and are not annexed to the Notice of the ...th AGM.

2. The Notice of the ...th AGM and the Annual Report including the Financial Statements for the year ended 31st March, 20xx along with login details of joining the ...th AGM will be sent only by email to all those Members, whose email addresses are registered with the Company or its Registrar & Share Transfer Agent (RTA) or with their respective Depository Participants in accordance with MCA Circular(s) and SEBI Circular. Members can join and participate in the ...th AGM through the VC/OAVM facility only. The instructions for joining the ...th AGM and the manner of participation in the remote electronic voting or casting vote through the e-voting system during the ...th AGM are provided in the Notice of the ...th AGM. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013. The Notice of the ...th AGM and the Annual Report will also be made available on the website of the Company at ............... and on the website of Stock Exchanges' i.e. for BSE Limited at ................... and for NSE Limited at ............. and on the website of NSDL at ..............

3. Members whose email addresses are not registered with the depositories can register the same for obtaining login credentials for e-voting for the resolutions proposed in the Notice of ...th AGM in the following manner:

i. For Physical shareholders- Please provide necessary details like Folio No., Name of Member, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company email id: .........................

ii. For Demat Shareholders- Please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to the Company email id: .....................

Please note: In order to register your email address permanently, the Members are requested to register their email address, in respect of electronic holdings with the Depository, through the concerned Depository Participants.

iii. The Company/RTA shall coordinate with the depositories and provide the login credentials to the above mentioned shareholders.

For ............... Limited

   Sd/-

(Name of the Officer)

(Designation)

Place: ................

Date: .................