Holding Annual General Meeting Through Video Conferencing or Other Audio Visual Means

1. Apart from ordinary resolutions, only those special resolutions to be conducted which are unavoidable by the Board can be transacted through video conferencing. Ordinary resolutions to be conducted at AGMs are as below:
   
   - Appointment/reappointment of Statutory Auditors
   - Declaration of Dividend, if any
   - Adoption of Financial Statements
   - Appointment/Re-appointment of Directors in place of retiring Directors
    
2. Copies of Financial Statements including Board Report, Auditors report or other mandatory documents) are allowed to be circulated through email to the members, debenture holders or other entitled persons.
3. A public notice through advertisement shall be published by Company in any one vernacular language local newspaper where registered office is situated and in one English language newspaper (preferably with electronic editions). The notice shall contain below mentioned information:
   
   - Statement that the AGM will be convened through VC or OAVM
   - The date and time of the AGM
   - Availability of notice of the meeting on the website of the company and the stock exchange, in case of a listed company
   - Manner of voting by members through remote e-voting or through e-voting system during the meeting;
   - Manner of getting email id registered by members with the Company;
   - Manner of giving mandate for receiving Dividends directly in the their bank accounts through electronic clearing service
   - Any other mandatory details.
    
4. In case the Company is unable to pay Dividend to any member by electronic mode, due to non-availability of the bank account details, the Company shall upon normalization of the postal services, dispatch the dividend warrant/ cheque to such member by post.
    
5. Quorum shall be counted for all members present physically or through video conferencing and all resolutions shall continue to be passed through the facility of e-voting system.
    
6. The framework provided by MCA including manner of dispatching notices in case of Extra ordinary General Meetings (“EGMs”) shall apply as it is in case of Annual General Meetings (“AGMs”) as well.

1. AGM can be conducted by Companies through electronic means who have email address of more than half of their total members in their records who:
   
   - Nidhi Company: hold shares of more than INR 1000 shares in face value or more than 1% of the total paid-up share capital, whichever is less
   - Companies with share capital: who represent not less than 75% of paid-up share capital of the Company with voting rights;
   - Companies without share capital: who have the right to exercise not less than 75% of total voting power exercisable at the meeting.
    
2. Company shall take necessary steps to register email ids of all persons whose email ids not registered;
    
3. Apart from ordinary resolutions, only those special resolutions to be conducted which are unavoidable by the Board can be transacted through video conferencing.
    
4. Copies of Financial Statements including Board Report, Auditors report or other mandatory documents) are allowed to be circulated through email to the members, debenture holders or other entitled persons.
    
5. In case the Company is unable to pay Dividend to any member by electronic mode, due to non-availability of the bank account details, the Company shall upon normalization of the postal services, dispatch the dividend warrant/ cheque to such member by post.
    
6. The framework provided by MCA including manner of dispatching notices in case of Extra ordinary General Meetings (“EGMs”) shall apply as it is in case of Annual General Meetings (“AGMs”) as well.