Executive Summary of MCA Clarification on passing of Ordinary and Special Resolutions by Companies through Video Conferencing (VC) or other audio visual means (OAVM)
Condition:
(i) When holding of EGM is unavoidable (not applicable to AGM)
(ii) Items except Ordinary Business and items where any person has a right to be heard
(iii) When passing of resolution through Postal Ballot not feasible
Time Limit: Till 30.6.2020
| Section/Items | Existing Provision | Change as per MCA Circular No. 14/2020 |
| Section 108 with Rule 20 of Companies (Management & Administration) Rules,2014 | Every Listed Company and other Company having more than 1000 members, mandatorily need to provide facility of e-voting to its members for voting resolutions proposed to be considered at General Meetings. | Other Companies (companies other than listed or having less than 1000 shareholders) can also opt the facility of e-voting only for EGM, if conducted on or before 30th June,2020. |
| 1. Notice of the Meeting | Notice must be sent to all Members, Directors, Auditors and must be placed in the website as per Rule 20(4) of Companies (Management & Administration) Rules,2014. | In addition to applicable provision of Rule20(4), the notice must disclose the framework provided in the circular shall be available for use by member and must also contain clear instruction on how to access and participate in the meeting.
Notice shall be displayed in website as well. |
| 1. Recording of EGM | NA | (i) EGM whenever held through VC or OAVM, the recorded transcript of the meeting shall be kept by the company.
(ii) All public companies need to made available the recorded transcript in its website as soon as possible. |
| 2.Participation of Members | NA | (i) Ensure two way teleconferencing or webex with capacity of minimum 500 members or members equal to total no of members of the company whichever is lower, on first come first serve basis.
(ii) Shareholders holding more than 2% of shareholding, Promoters, Institutional Investors, Directors, KMPs, Chairperson of ACM/ NRC/ SRC, Auditors may be allowed without restrictions of first come first serve. (iii) Ensure the members to ask questions concurrently or through the provided email of company in advance. |
| 2. Time for joining the Meeting | the facility for remote e-voting shall remain open for not less than three days and shall close at 5.00 p.m. on the date Preceding the date of the general meeting as per Rule 20(4) of Companies (Management & Administration) Rules,2014. | Facility for joining the Meeting shall be kept open 15minute before the meeting and shall not be closed 15minute after the meeting. |
| 4. Attendance of member | Members personally present were counted in quorum as per section 103 | Members attending through VC or OAVM shall be counted in quorum. |
| 5. Chairman | The Chairman of the Board shall take the chair and conduct the Meeting. If the Chairman is not present within fifteen minutes after the time appointed for holding the Meeting, or if he is unwilling to act as Chairman of the Meeting, or if no Director has been so designated, the Directors present at the Meeting shall elect one of themselves to be the Chairman of the Meeting. If no Director is present within fifteen Minutes after the time appointed for holding the Meeting, or if no Director is willing to take the chair, the Members present shall elect, on a show of hands, one of themselves to be the Chairman of the Meeting If poll is demanded, chairman shall be appointed through poll unless otherwise provided in the Articles.
As per section 104 and SS-2. |
The meeting shall be chaired
a. As per AOA b. If AOA silent then if members present less than 50, chairman shall be appointed through show of hands c. If members are more than 50, chairman shall be appointed through poll. |
| 6.Presence of Independent Director | No such provision | At least one Independent Director (Where the company is required to appoint one) and Auditor or his authorized representative, who is qualified to be auditor shall attend such meeting through VC or OAVM. |
| 7. Proxy | Any member entitled to attend, and vote was entitled to appoint a proxy. | Proxy not allowed. However as per section 112 and 113, representation of members may be appointed either for remote e-voting or participation through VC. |
| 8. Email for voting & Poll | No such provision for email
For conducting the poll, one scrutinizer needs to be appointed and the scrutinizer gives the result of the poll to the Chairman as per section 109. |
Company shall provide designated email address at the time of sending notice for conveying their voting.
When poll is demanded during the meeting, the members can only cast their vote only through their registered email id to the designated email of the company. |
| 9.Mode of Voting | Remote e-voting mandatory for listed companies and companies having more than 1000 members and for others its show off hands unless poll is demanded. | When members present are less than 50, chairman may conduct vote by show of hand unless demand of poll is made by any member.
In all other cases the voting should be done through e-voting. |
| 10. Helpline number | No such provision | Company should provide helpline number through RTA or technology provider or otherwise, before or during the meeting for those shareholders who need assistance. |
| 11. Filing of MGT-14 | Within 30 days of meeting as per Section 117(1) | Within 60 days of meeting |
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