NOTICE OF AGM THROUGH VIDEO CONFERENCING FOR UNLISTED COMPANY

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NOTICE OF AGM

As all of us know that the Ministry of Corporate Affairs (“MCA”) has vide its circular dated May 5, 2020 read together with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as “MCA Circulars”) permitted convening the Annual General Meeting (“AGM” / “Meeting”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without the physical presence of the members at a common venue.

Here is the draft notice of the AGM through Video Conferencing:

NOTICE OF AGM THROUGH VIDEO CONFERENCING

NOTICE is HEREBY GIVEN that the ______ Annual General Meeting of members of (Name of the Company) will be held on _________ the _____ day of _________ 2020 at ______ am/pm through video conferencing (“VC”) / other audio visual means (“OAVM”), to transact the following businesses: –

ORDINARY BUSINESS:

  1. To consider, approve and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2020, together with the Report of the Board of Directors and Auditors thereon and the audited consolidated financial statements of the Company for the financial year ended 31st March, 2020, together with the report of Auditors thereon.
  • To declare a final dividend at the rate of Rs. ______ (Rupees _______ only) per equity share of Rs. _______ (Rupees _______) each fully paid-up of the Company for the financial year ended 31st March 2020.
  • To appoint a Director in place of ______________ (DIN ____________), who retires by rotation and being eligible, offers himself for re-appointment.
  • To reappoint Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT _________, Chartered Accountants (Firm Registration No. ______), be and is hereby reappointed as Auditor of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of the __________ Annual General Meeting of the Company at such remuneration as fixed by the Board of Directors of the Company.”

SPECIAL BUSINESS:

  • (ONLY THOSE WHICH ARE UNAVOIDABLE)

By Order of the Board

For Name of the Company

Place: ______________                                (______________________)                                             

Date:   ____________                              Authorised Signatory

NOTES:

  1. Considering the present Covid-19, pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated May 5, 2020 read together with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as “MCA Circulars”) permitted convening the Annual General Meeting (“AGM” / “Meeting”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without the physical presence of the members at a common venue. In accordance with the MCA Circulars, provisions of the Companies Act, 2013 (‘the Act’), the AGM of the Company is being held through VC / OAVM. The deemed venue for the AGM shall be the Registered Office of the Company.
  2. The Explanatory Statements to the agenda items ___________ is annexed hereto.
  3. The Special business to be transacted in the meeting are unavoidable as per Company Law and Meeting is in compliance with General Circular No. 20/2020 of Ministry of Corporate Affairs.
  4. Generally, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. Since this AGM is being held through VC / OAVM pursuant to the MCA Circulars, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed hereto.
  5. Since the AGM will be held through VC/ OAVM, the route map of the venue of the Meeting is not annexed hereto.
  6. Shareholders desiring any information as regards accounts are requested to write to the Company one week in advance, so as to enable the management to keep the information ready.
  7. Corporate members to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting through email at (Email/ other Contact address). The Board Resolution must be received by the Company latest by close of the working hours of (Date).
  8. The Company has notified closure of Register of Members and Share Transfer Books from (Book Closure Period) for determining the names of members eligible for dividend on Equity Shares, if declared at the Meeting.
  9. The dividend, if declared at the meeting will be paid to those Shareholders whose names appear on the Register of Members as on Record date i.e. ___________.
  10. (Name of RTA), (Address of RTA), are the Registrar and Share Transfer Agent of the Company to deal with the physical as well as electronic share registry.
  11. Members are requested to notify the Company or Registrar and Share Transfer Agent immediately of their Bank Account Number and name of the Bank and Branch in the case of physical holdings and to their respective Depository Participant in the case of DEMAT shares, so that payment of dividend when made directly in the Bank Account of Shareholders to avoid delay/default.
  12. Members are requested to notify immediately any change in their email address to the Company or Registrar and Share Transfer Agents in the case of physical holdings and to their respective Depository Participant in case of DEMAT shares.
  13. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:

In compliance with the MCA Circulars, Notice of the AGM along with the Annual Report 2019-20 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2019-20 will also be available on the Company’s website _________________.

  1. Shareholders are requested to forward their e-mail addresses to the Company at Email / other address if they haven’t done so in order for them to receive the Annual Report & other communication from the Company.
  2. In case of joint holders attending the meeting, the member whose name appears as per Register of Members of the Company will be entitled to vote.
  3. PROCEDURE FOR JOINING THE AGM THROUGH VC / OAVM:

The Company will provide VC / OAVM facility to its Members for participating at the AGM.

Members will be able to attend the AGM through VC / OAVM or view the live webcast at https://www.microsoft.com/en-in/microsoft-365/microsoft-teams/group-chat-software (“Web Link”) or at the Microsoft Teams Mobile app (“App”) available on Google Play Store and Apple Store.

Steps to be followed:

  • Download the App or use the web link and sign up (for New User) or sign in (Existing User) in the Microsoft Teams only through the mail registered with the Company.
  • Click on the link of Meeting i.e.  “(Insert the Link here)”  (The Link is also given separately in the mail)
  • Sign in with the registered mail and click on (Name of Meeting Created) to join the meeting.
  • It is suggested to complete the whole process for joining meeting at least two days before the meeting for smooth joining and to avoid technical difficulties at the time of meeting.
  • Members who need assistance to join AGM, may contact __________, Company Secretary of the Company on Email / other contact address) at least 48 hours before start of the meeting.  Kindly quote your name, DP ID-Client ID/ Folio no. in all your communications.
  • Members attending the AGM through VC / OAVM shall be reckoned for the purpose of quorum under Section 103 of the Act.
  • Members can vote during the AGM by show of hand and through Chat option also. 

By Order of the Board

For (Name of the Company)

Place: _____________                              (_________________________)                                             

Date:   _____________                                  Authorised Signatory

For any query please contact me at http://registered-valuer.com/contact/ or comment on this write up.

CS HITESH JHAMB is a Company Secretary in Practice and a VALUER registered under IBBI

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