Introduction<\/p>\n
The Annual General Meeting (AGM) is one of the most important annual corporate compliances for a company incorporated under the Companies Act, 2013. Traditionally, AGMs were conducted through physical meetings where shareholders gathered at a common venue. However, the introduction and continued extension of the Video Conferencing (VC) and Other Audio-Visual Means (OAVM) framework has significantly changed the way companies conduct general meetings.<\/p>\n
In a significant development, the Ministry of Corporate Affairs (MCA), through General Circular No. 03\/2025 dated 22 September 2025, clarified that companies may continue to conduct their AGMs through VC\/OAVM till further orders, subject to the requirements prescribed under the MCA’s earlier framework, particularly General Circular No. 20\/2020 dated 5 May 2020.<\/p>\n
This means that private limited companies can continue using the virtual AGM mechanism in 2026, provided the prescribed conditions and procedural requirements are followed.<\/p>\n
However, it is important to understand that the MCA circular does not permanently amend Section 96 of the Companies Act, 2013. It is a continuing regulatory permission that remains effective until further orders. It also does not provide any extension of the statutory deadline for holding the AGM.<\/p>\n
The key provisions and regulatory framework include:<\/p>\n
Section 96 of the Companies Act, 2013 \u2014 Annual General Meeting<\/p>\n
Section 101 \u2014 Notice of Meeting<\/p>\n
Section 102 \u2014 Statement annexed to Notice<\/p>\n
Section 103 \u2014 Quorum for Meetings<\/p>\n
Section 108 \u2014 Voting through Electronic Means<\/p>\n
Section 118 \u2014 Minutes of proceedings<\/p>\n
Companies (Management and Administration) Rules, 2014<\/p>\n
MCA General Circular No. 20\/2020<\/p>\n
MCA General Circular No. 03\/2025 dated 22 September 2025<\/p>\n
The 2025 MCA circular continues the facility for AGMs through VC\/OAVM until further orders and requires companies to follow the framework prescribed under General Circular No. 20\/2020.<\/p>\n
Yes.<\/p>\n
A private limited company can conduct its AGM through VC\/OAVM, subject to the applicable MCA framework.<\/p>\n
The virtual AGM facility is particularly useful for companies where:<\/p>\n
Shareholders are located in different cities or countries.<\/p>\n
Foreign shareholders cannot travel to India.<\/p>\n
Directors or investors are geographically dispersed.<\/p>\n
The company wants to reduce meeting-related costs.<\/p>\n
The company wants shareholders to participate electronically.<\/p>\n
The MCA’s 2025 clarification applies to companies generally and allows AGMs through VC\/OAVM till further orders.<\/p>\n
This is an important distinction for businesses and website readers.<\/p>\n
It is more accurate to describe the current position as:<\/p>\n
“Virtual AGMs allowed till further orders.”<\/p>\n
It should not be represented as a permanent statutory amendment.<\/p>\n
The MCA has continued the virtual AGM framework through successive circulars since 2020. The latest General Circular No. 03\/2025 continues the permission without specifying an end date.<\/p>\n
Therefore, companies should continue to monitor MCA notifications and circulars for any future changes.<\/p>\n
No.<\/p>\n
Conducting an AGM through VC\/OAVM does not give the company additional time to hold the AGM.<\/p>\n
The MCA has expressly clarified that General Circular No. 03\/2025:<\/p>\n
does not confer any extension of statutory time for holding AGMs.<\/p>\n
Companies that fail to comply with the statutory AGM timeline may still face legal consequences under the Companies Act.<\/p>\n
For a company following the financial year ending 31 March, the AGM is generally required to be held within the period prescribed under Section 96, subject to the specific circumstances of the company and applicable extensions.<\/p>\n
The shareholders entitled to attend the AGM can participate through the VC\/OAVM facility.<\/p>\n
Depending on the company’s circumstances, participants may include:<\/p>\n
Members\/shareholders<\/p>\n
Directors<\/p>\n
Statutory Auditor<\/p>\n
Secretarial Auditor, where applicable<\/p>\n
Company Secretary<\/p>\n
Authorised representatives<\/p>\n
Other persons entitled to attend<\/p>\n
The company must ensure that members can participate effectively and exercise their rights in accordance with the applicable framework.<\/p>\n
Video Conferencing (VC)<\/p>\n
A technology-enabled meeting where participants can see and hear each other in real time.<\/p>\n
Other Audio-Visual Means (OAVM)<\/p>\n
Electronic communication facilities that allow participants to communicate simultaneously through audio and visual means.<\/p>\n
The objective is to enable members to participate in the AGM without physically assembling at a common venue.<\/p>\n
Step 1 \u2014 Finalise the AGM Date<\/p>\n
The Board of Directors should decide:<\/p>\n
Date<\/p>\n
Time<\/p>\n
Mode of AGM<\/p>\n
Business to be transacted<\/p>\n
Platform\/service provider<\/p>\n
Voting mechanism<\/p>\n
The company must ensure that the AGM is held within the statutory timeline.<\/p>\n
Step 2 \u2014 Conduct Board Meeting<\/p>\n
The Board should approve the necessary matters relating to the AGM, including:<\/p>\n
Date and time<\/p>\n
Notice of AGM<\/p>\n
Financial statements<\/p>\n
Board’s Report<\/p>\n
Auditor’s Report<\/p>\n
Ordinary business<\/p>\n
Special business, where applicable<\/p>\n
Appointment of authorised persons<\/p>\n
VC\/OAVM arrangements<\/p>\n
Voting arrangements<\/p>\n
Proper Board resolutions should be recorded in the minutes.<\/p>\n
Step 3 \u2014 Prepare AGM Notice<\/p>\n
The notice should contain all information required under the Companies Act and applicable MCA framework.<\/p>\n
The notice should clearly explain:<\/p>\n
Date and time<\/p>\n
VC\/OAVM joining procedure<\/p>\n
Login details<\/p>\n
Instructions for participation<\/p>\n
Voting procedure<\/p>\n
E-voting details, where applicable<\/p>\n
Documents available for inspection<\/p>\n
Contact\/helpline information<\/p>\n
Business to be transacted<\/p>\n
The MCA framework specifically requires clear instructions enabling members to access and participate in the virtual meeting.<\/p>\n
Step 4 \u2014 Send Notice to Members<\/p>\n
The company should issue the AGM notice within the statutory notice period under Section 101, subject to applicable provisions and consents for shorter notice where legally permitted.<\/p>\n
For virtual meetings, electronic delivery of notices and documents forms an important part of the MCA framework.<\/p>\n
Step 5 \u2014 Provide Financial Statements and Reports<\/p>\n
The members should receive the documents ordinarily required for an AGM, including:<\/p>\n
Financial Statements<\/p>\n
Board’s Report<\/p>\n
Auditor’s Report<\/p>\n
Other documents required to accompany the financial statements<\/p>\n
The MCA’s virtual AGM framework permits these documents to be circulated electronically in accordance with the applicable conditions.<\/p>\n
Step 6 \u2014 Arrange the VC\/OAVM Platform<\/p>\n
The company should select a reliable technology platform capable of handling:<\/p>\n
Multiple participants<\/p>\n
Audio and video<\/p>\n
Secure login<\/p>\n
Identity verification<\/p>\n
Voting<\/p>\n
Recording<\/p>\n
Attendance<\/p>\n
Questions from shareholders<\/p>\n
Technical support<\/p>\n
The company should also have contingency arrangements in case of technical problems.<\/p>\n
Step 7 \u2014 Ensure Quorum<\/p>\n
The company must ensure the required quorum under Section 103.<\/p>\n
Members attending through VC\/OAVM are counted for quorum purposes under the applicable MCA framework. The 2020 framework specifically provided that members attending through electronic means are reckoned for quorum.<\/p>\n
For a private company, the applicable quorum should be checked against Section 103 and the company’s Articles of Association.<\/p>\n
Step 8 \u2014 Verify Shareholders<\/p>\n
The company should establish a proper mechanism for:<\/p>\n
Identifying participants<\/p>\n
Verifying members<\/p>\n
Recording attendance<\/p>\n
Confirming voting rights<\/p>\n
Preventing unauthorised participation<\/p>\n
This is particularly important where the company has multiple shareholders.<\/p>\n
Voting arrangements depend on whether the company is required to provide e-voting under the Companies Act or has opted for such facility.<\/p>\n
Where e-voting applies, the applicable framework provides for electronic voting mechanisms.<\/p>\n
Members who have already exercised their vote through remote e-voting may attend the AGM, but generally cannot vote again on the same resolutions.<\/p>\n
The MCA’s original AGM framework specifically distinguished between companies required to provide e-voting and companies not required to provide it.<\/p>\n
During the meeting, the Chairperson should:<\/p>\n
Welcome the members.<\/p>\n
Confirm quorum.<\/p>\n
Call the meeting to order.<\/p>\n
Explain the VC\/OAVM procedure.<\/p>\n
Take up the agenda.<\/p>\n
Allow members to raise questions where applicable.<\/p>\n
Conduct voting.<\/p>\n
Declare the voting outcome in accordance with the applicable procedure.<\/p>\n
Conclude the meeting.<\/p>\n
The meeting should be conducted in accordance with the Companies Act, the Articles of Association and the applicable MCA framework.<\/p>\n
The company should maintain appropriate records of the virtual AGM.<\/p>\n
This may include:<\/p>\n
Attendance<\/p>\n
Recording of proceedings<\/p>\n
Voting records<\/p>\n
Resolutions<\/p>\n
Minutes<\/p>\n
Supporting documents<\/p>\n
Proper documentation is particularly important because the company should be able to demonstrate that the meeting was validly conducted.<\/p>\n
The minutes should be prepared in accordance with Section 118 and the applicable Secretarial Standards.<\/p>\n
The minutes should record:<\/p>\n
Date and time<\/p>\n
Mode of meeting<\/p>\n
Members present<\/p>\n
Directors present<\/p>\n
Quorum<\/p>\n
Chairperson<\/p>\n
Proceedings<\/p>\n
Resolutions<\/p>\n
Voting results<\/p>\n
Other relevant matters<\/p>\n
Holding the AGM virtually does not eliminate the company’s normal post-AGM ROC compliances.<\/p>\n
Depending on the company, these may include:<\/p>\n
AOC-4<\/p>\n
Filing of financial statements and applicable attachments.<\/p>\n
MGT-7 \/ MGT-7A<\/p>\n
Annual return filing, depending on the company’s applicability.<\/p>\n
Other Event-Based Forms<\/p>\n
Where applicable, additional forms may be required depending on resolutions or changes approved at the AGM.<\/p>\n
Typical ordinary business includes:<\/p>\n
Adoption of financial statements<\/p>\n
Consideration of Board’s Report<\/p>\n
Consideration of Auditor’s Report<\/p>\n
Declaration of dividend, where applicable<\/p>\n
Appointment\/reappointment of directors, where applicable<\/p>\n
Appointment\/reappointment of auditors, where applicable<\/p>\n
The exact agenda depends on the company and the matters due for approval.<\/p>\n
Special business may be placed before the members where required.<\/p>\n
The notice should include the appropriate explanatory statement under Section 102.<\/p>\n
The company should clearly explain:<\/p>\n
Material facts<\/p>\n
Nature of interest of directors\/KMP<\/p>\n
Reasons for the proposal<\/p>\n
Other information required under law<\/p>\n
Virtual AGMs are particularly useful for Indian subsidiaries having foreign shareholders.<\/p>\n
For example:<\/p>\n
US Parent Company \u2192 Indian Private Limited Subsidiary<\/p>\n
The US shareholder can participate in the Indian subsidiary’s AGM electronically without necessarily travelling to India, subject to the applicable meeting framework and identification requirements.<\/p>\n
This can significantly simplify corporate governance for wholly owned subsidiaries and foreign-invested companies.<\/p>\n
Cost Reduction<\/p>\n
The company can reduce expenses relating to:<\/p>\n
Venue<\/p>\n
Travel<\/p>\n
Accommodation<\/p>\n
Physical documentation<\/p>\n
Logistics<\/p>\n
Wider Participation<\/p>\n
Shareholders located outside India can participate more conveniently.<\/p>\n
Better Accessibility<\/p>\n
Members can join remotely from different locations.<\/p>\n
Faster Administration<\/p>\n
Digital notices, electronic voting and electronic records can streamline the AGM process.<\/p>\n
Useful for Foreign-Owned Companies<\/p>\n
Virtual participation can be particularly beneficial for Indian subsidiaries of multinational groups.<\/p>\n
It does not.<\/p>\n
The AGM still has to be conducted within the applicable statutory timeline.<\/p>\n
The present legal position is permission “till further orders”, not a permanent amendment to the Companies Act.<\/p>\n
Members should receive clear instructions for joining the meeting.<\/p>\n
Electronic attendance must be properly recorded.<\/p>\n
The company should use the voting mechanism applicable to its category.<\/p>\n
Attendance, proceedings, voting and minutes should be properly documented.<\/p>\n
Normal annual ROC filings continue to apply.<\/p>\n
| Compliance<\/th>\n | Requirement<\/th>\n<\/tr>\n<\/thead>\n |
|---|---|
| Board Approval<\/td>\n | Required<\/td>\n<\/tr>\n |
| AGM Date & Time<\/td>\n | Fix within statutory timeline<\/td>\n<\/tr>\n |
| AGM Notice<\/td>\n | Required<\/td>\n<\/tr>\n |
| Financial Statements<\/td>\n | Circulate to members<\/td>\n<\/tr>\n |
| Board’s Report<\/td>\n | Circulate to members<\/td>\n<\/tr>\n |
| Auditor’s Report<\/td>\n | Circulate to members<\/td>\n<\/tr>\n |
| VC\/OAVM Platform<\/td>\n | Arrange reliable facility<\/td>\n<\/tr>\n |
| Shareholder Identification<\/td>\n | Required<\/td>\n<\/tr>\n |
| Quorum<\/td>\n | Section 103<\/td>\n<\/tr>\n |
| Voting<\/td>\n | As applicable<\/td>\n<\/tr>\n |
| Attendance Record<\/td>\n | Maintain<\/td>\n<\/tr>\n |
| Recording<\/td>\n | Maintain as required<\/td>\n<\/tr>\n |
| AGM Minutes<\/td>\n | Section 118<\/td>\n<\/tr>\n |
| AOC-4<\/td>\n | Post-AGM filing<\/td>\n<\/tr>\n |
| MGT-7\/MGT-7A<\/td>\n | Post-AGM filing, as applicable<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/figure>\n2026 Compliance Position<\/h2>\nAs of 2026, the key point for private limited companies is that the MCA’s General Circular No. 03\/2025 dated 22 September 2025 permits companies to conduct AGMs through VC\/OAVM until further orders. The same circular specifically continues the requirements prescribed under General Circular No. 20\/2020.<\/p>\n Therefore, companies planning their 2026 AGM can consider the virtual route, but should:<\/p>\n Follow the applicable VC\/OAVM framework.<\/p>\n Comply with Section 96 timelines.<\/p>\n Follow notice requirements.<\/p>\n Maintain quorum.<\/p>\n Provide appropriate voting facilities.<\/p>\n Maintain proper records.<\/p>\n Complete all post-AGM filings.<\/p>\n Conclusion<\/h2>\nThe continued availability of virtual AGMs through VC\/OAVM is a major convenience for Indian companies, particularly private limited companies with geographically dispersed shareholders and foreign-owned subsidiaries.<\/p>\n However, businesses should use the correct terminology. As of 2026, virtual AGMs have not been made permanently available through a statutory amendment to the Companies Act, 2013. Instead, MCA General Circular No. 03\/2025 continues to permit AGMs through VC\/OAVM “till further orders.”<\/p>\n The virtual format does not relax the fundamental legal requirements of an AGM. Companies must continue to comply with the statutory timeline under Section 96, issue proper notices, provide the required documents, ensure quorum, facilitate voting, maintain minutes and complete applicable ROC filings.<\/p>\n For private limited companies, especially those having foreign shareholders or directors, a properly planned virtual AGM can make annual corporate governance significantly more efficient while maintaining compliance with the Companies Act, 2013.<\/p>\n","protected":false},"excerpt":{"rendered":" Learn the 2026 procedure for conducting a virtual AGM for a private limited company, including MCA rules, VC\/OAVM requirements, notice, quorum, voting, minutes, and ROC compliance.<\/p>\n","protected":false},"author":3,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_kad_post_transparent":"","_kad_post_title":"","_kad_post_layout":"","_kad_post_sidebar_id":"","_kad_post_content_style":"","_kad_post_vertical_padding":"","_kad_post_feature":"","_kad_post_feature_position":"","_kad_post_header":false,"_kad_post_footer":false,"_kad_post_classname":"","footnotes":""},"categories":[6],"tags":[557,558,556],"class_list":["post-948","post","type-post","status-publish","format-standard","hentry","category-compliances","tag-agm-through-vc-oavm","tag-online-agm-india","tag-virtual-agm-private-limited-company"],"_links":{"self":[{"href":"https:\/\/www.taxaj.com/learn\/wp-json\/wp\/v2\/posts\/948","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.taxaj.com/learn\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.taxaj.com/learn\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.taxaj.com/learn\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/www.taxaj.com/learn\/wp-json\/wp\/v2\/comments?post=948"}],"version-history":[{"count":4,"href":"https:\/\/www.taxaj.com/learn\/wp-json\/wp\/v2\/posts\/948\/revisions"}],"predecessor-version":[{"id":1473,"href":"https:\/\/www.taxaj.com/learn\/wp-json\/wp\/v2\/posts\/948\/revisions\/1473"}],"wp:attachment":[{"href":"https:\/\/www.taxaj.com/learn\/wp-json\/wp\/v2\/media?parent=948"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.taxaj.com/learn\/wp-json\/wp\/v2\/categories?post=948"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.taxaj.com/learn\/wp-json\/wp\/v2\/tags?post=948"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} |