On 22 September 2025, the Ministry of Corporate Affairs (MCA) issued General Circular No. 03/2025, bringing clarity and continuity to the conduct of Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs) through video conferencing (VC) or other audio-visual means (OAVM). This circular is particularly noteworthy for cementing the virtual meeting regime even as India’s corporate sector returns to a mixed environment of physical and hybrid interactions.
📌 What the Circular Says
- Continued Permission for Virtual Meetings
In line with earlier circulars issued since the COVID-19 pandemic, companies are allowed to hold their AGMs and EGMs through VC or OAVM, subject to the conditions laid down in prior orders (notably General Circular No. 20/2020). Unlike earlier fixed-duration extensions, this circular permits virtual meetings “till further orders”, making the arrangement open-ended. - No Extension of Statutory Timelines
The circular explicitly clarifies that the permission to hold virtual meetings does not imply additional time for conducting AGMs beyond the deadlines prescribed under the Companies Act, 2013. Entities that fail to hold their AGMs within the statutory timeline are still liable under the law. - EGMs & Postal Ballot Provisions Remain
Companies may continue conducting EGMs via VC/OAVM or transact items via postal ballots as per the frameworks established by previous circulars. The existing requirements and safeguards laid down in earlier circulars remain unaffected.
✅ Why This Circular Is Significant
1. Digital Governance Becomes a Mainstay
By making the virtual meeting option open-ended, MCA signals that VC/OAVM is no longer a temporary fix, but an enduring mode of corporate governance. This brings certainty and institutionalizes flexibility in how meetings are conducted.
2. Maintaining Compliance Discipline
While offering operational flexibility, the circular maintains that statutory compliance cannot be relaxed. Companies must not use the prolonged virtual facility as a cover to delay their AGM obligations.
3. Access & Participation Boosted
Virtual or hybrid meetings facilitate greater participation from shareholders who might otherwise face constraints due to travel, geography, or mobility issues. Smaller shareholders, minority investors, and remote stakeholders can be more involved in governance decisions.
4. Operational Efficiency and Cost Savings
Virtual meetings reduce logistical overheads—venue bookings, refreshment arrangements, travel reimbursements, printed materials, etc. Particularly for companies with dispersed stakeholders, this can mean significant cost savings.
⚠️ Challenges & Considerations
- Technical Infrastructure: Ensuring stable internet connectivity, cybersecurity, and a reliable platform is critical.
- Inclusivity: Some shareholders may lack access or familiarity with digital meeting platforms—companies must ensure safeguards (e.g., support, helplines).
- Authenticity & Audit Trail: Proper recording, secure voting mechanisms, identity authentication, and meeting transcripts become more important than ever.
- Regulatory Interpretation: Companies must carefully interpret all conditions from earlier circulars (e.g., VC quorum, dispatch of notices, e-voting procedures), as those conditions continue to bind.
💭 What Lies Ahead
By issuing General Circular 03/2025, the MCA has created a stable, long-term framework for virtual corporate meetings, thereby aligning governance mechanisms with modern business practices. Corporates should now:
- Revisit their governance policies to include provisions for virtual, hybrid, or mixed-mode AGMs/EGMs.
- Ensure their technology and procedural safeguards are robust, secure, and user-friendly.
- Communicate clearly to shareholders about the mode, process, and logistics of their general meetings.
- Stay ever mindful that statutory deadlines remain firm—virtual mode is a facilitation, not an exemption.
In sum, this MCA circular marks a critical evolution in corporate India’s post-pandemic journey—one where the digital mode of participating in key decisions is institutionalized, without diluting accountability or compliance.