Essential AGM Advertisement Requirements for Listed Companies

Introduction

The Annual General Meeting (AGM) is a cornerstone of corporate governance for listed companies in India. With the continued allowance for conducting AGMs through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) as per the latest MCA circulars, listed companies must ensure strict compliance with advertisement requirements under Rule 20 of the Companies (Management & Administration) Rules, 2014, and various MCA circulars.

This comprehensive guide covers all pre-notice dispatch and post-notice dispatch advertisement requirements, ensuring your company maintains regulatory compliance while conducting virtual AGMs.

Current Legal Framework for AGM via VC/OAVM

MCA Circular Updates for 2024-2025

The Ministry of Corporate Affairs (MCA) has extended the facility for companies to conduct AGMs through VC/OAVM. Under MCA Circular No. 09/2024 dated September 19, 2024, companies whose AGMs are due in 2024 or 2025 can conduct their AGMs through VC or OAVM until September 30, 2025.

Key Points:

• Companies can conduct AGMs via VC/OAVM until September 30, 2025
• All requirements under Para 3 and Para 4 of General Circular No. 20/2020 remain applicable
• Statutory deadlines for holding AGMs remain unchanged
• Listed companies must comply with additional SEBI (LODR) Regulations, 2015

Pre-Notice Dispatch Advertisement Requirements

1. Mandatory Pre-Dispatch Advertisement

Critical Alert: Listed companies convening the AGM through VC/ OAVM in compliance with MCA Circular(s), must not overlook the pre-dispatch advertisement requirement, which is often missed but is mandatory pursuant to MCA General Circular No. 20/2020 dated May 5, 2020.

Timeline and Publication Requirements

MCA General Circular No. 20/2020 requires the listed companies to publish an advertisement before sending the notices and copies of the financial statements in following Newspapers:

• In at least one vernacular newspaper in the principal vernacular language of the district where the registered office is situated, having wide circulation in that district
• In at least one English newspaper in English language, having wide circulation in the district where the registered office is situated

Content Requirements for Pre-Dispatch Advertisement

The pre-dispatch advertisement must contain:

1. Company Details:
   • Complete name of the company
   • CIN (Corporate Identification Number)
   • Registered office address
2. Statement:
   • AGM will be held through VC/ OAVM in compliance with applicable provisions of the Act read with MCA Circular 20/2020
3. AGM Details:
   • Date and time of AGM
   • Availability of Notice on the website of Company and Stock Exchange(s)
4. E-voting Information:
   • Manner of remote e-Voting and e-Voting during AGM for shareholders holding shares in physical form or who have not registered their e-mail address
5. Registration of Email address/ Bank Account Details:
   • Manner of registering/ updating KYC with Company for receiving Notice and Dividend, if any, electronically

2. Website Publication Requirements

Listed companies must also ensure:

• File pre dispatch Newspaper Publication with stock exchanges and update the same on website of Company
• Notice availability on company website at least 21 clear days before AGM
• Notice on stock exchange websites where shares are listed
• Notice on the website of Agency providing e-Voting facility

Post-Notice Dispatch Advertisement Requirements

1. Mandatory Post-Dispatch Publication

In compliance with Rule 20 (4)(v) of the Companies (Management and Administration) Rules, 2014 read with MCA General Circular No. 17/2020 dated April 13, 2020, Listed companies must publish an advertisement after dispatching the AGM notice, providing key information to shareholders who may not have received the notice directly.

Timeline and Publication Requirements

Listed companies are required to publish an advertisement immediately on completion of despatch of notices in following Newspapers:

• In at least one vernacular newspaper in the principal vernacular language of the district where the registered office is situated, having wide circulation in that district
• In at least one English newspaper in English language, having country-wide circulation

Content Requirements for Post-Dispatch Advertisement

Content Requirements:

1. Company Details:
   • Complete name of the company
   • CIN (Corporate Identification Number)
   • Registered office address
2. AGM Details:
   • Date and time of AGM
   • Clear mention of VC/OAVM facility in compliance with Rule 20 and MCA Circulars
3. Registration of Email address
   • Manner of registering email address with Company
4. Remote e-Voting Information:
   • Start date and time
   • End date and time
   • Instructions for remote e-Voting process for persons who have acquired shares and become members of the company after the dispatch of notice
   • Cut-off date for determining eligible shareholders
   • Statement that remote e-voting shall not be allowed beyond the said date and time;
5. E-Voting Information:
   • Manner of e-Voting during AGM
   • Statement that member may participate in the AGM even after doing remote e-voting but shall not be allowed to vote again in the meeting through e-Voting
   • Statement that person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-Voting as well as e-Voting
6. Access Information:
   • How shareholders can access the full notice
   • Website link for notice download (website of Company, website of the Agency providing facility of e-Voting)
   • Contact details for queries (name, designation, address, email id and phone number) for voting by electronic means

2. Website and Exchange Updates

Post-dispatch requirements include:

• Update Notice on company website, website of the Agency providing facility of e-Voting, Notice Board of Registered Office
• Stock exchange intimation of notice (PDF+XBRL)
• File post dispatch Newspaper Publication with stock exchanges and update the same on website of Company

Compliance Checklist

Pre-Notice Dispatch Compliance

• Advertise at least 2 days before notice dispatch
• Publish pre-dispatch advertisement in newspapers
• Ensure all mandatory content is included
• Verify publication in required languages
• File the advertisement with Stock Exchange(s)
• Update the Stock Exchange(s) filing on the website of Company

Notice Dispatch Compliance

• Send notice to all Shareholders, Directors, Auditors
• Upload notice on company website, website of the Agency providing facility of e-Voting and Notice Board of Registered Office
• Submit notice to stock exchanges (PDF+XBRL)

Post-Notice Dispatch Compliance

• Publish post-dispatch advertisement in newspapers
• Ensure all mandatory content is included
• Verify publication in required languages and circulation
• File the advertisement with Stock Exchange(s)
• Update the Stock Exchange(s) filing on the website of Company

Conclusion

Compliance with AGM advertisement requirements under Rule 20 and MCA circulars is non-negotiable for listed companies. The pre-dispatch and post-dispatch advertisements are critical compliance requirements that ensure proper communication with shareholders and regulatory compliance.

Listed companies must establish robust compliance systems that ensure:

• Timely publication of pre-dispatch advertisements
• Proper post-dispatch advertisements
• Complete content compliance with regulatory requirements
• Effective stakeholder communication throughout the process
• Proper documentation and record-keeping

By following this comprehensive guide and maintaining vigilance about regulatory updates, listed companies can ensure seamless AGM compliance while leveraging the benefits of VC/OAVM facilities.

Key Takeaways

1. Never miss the pre-dispatch advertisement – it’s mandatory
2. Publish advertisement after sending notices
3. Ensure complete content compliance in all advertisements
4. Maintain proper documentation of all compliance activities
5. Stay updated with MCA circulars and SEBI regulations
6. Plan early and establish robust compliance systems

Remember: AGM compliance is not just about meeting legal requirements – it’s about maintaining stakeholder trust and corporate governance excellence. Ensure your company’s AGM advertisements reflect the highest standards of transparency and regulatory compliance throughout the notice dispatch process.

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Take Action Now – Don’t Risk Non-Compliance!

Immediate Action Steps for Company Secretaries and Compliance Officers:

Plan Your Next AGM:

• Mark calendar dates for pre-dispatch advertisements
• Prepare advertisement templates with all mandatory content
• Establish vendor relationships with newspapers for timely publication

Create Your Compliance Checklist:

• Download and customize the compliance checklist from this guide
• Assign responsibilities to team members
• Set up reminder systems for critical deadlines

Don’t Wait Until It’s Too Late: The consequences of non-compliance can be severe – regulatory penalties, legal challenges, and damaged corporate reputation. Act now to ensure your company’s AGM process is bulletproof.

The clock is ticking – ensure your company’s AGM compliance is perfect, not just adequate.