Checklist For Convening And Holding of General Meeting By VC Or OAVM (By Virtue of MCA Circular Dated: 08-04-2020 And 13-04-2020)
INTRODUCTION
In order to maintain the complete lockdown and keeping in view of maintaining the social distancing in the current extraordinary circumstances occurred due to pandemic caused by COVID 19, various companies are facing problems in convening and holding of General Meetings in accordance with the Companies Act, 2013. Accordingly, for the ease of doing business, the Ministry of Corporate Affairs (MCA) has introduced a new concept for holding the General Meetings by Video Conferencing or other Audio-Visual Means. The broad procedure for holding the general meetings under this mechanism is being prepared in accordance with the circular issued by MCA dated 08-04-2020 and 13-04-2020.
CHECKLIST FOR CONVENING AND HOLDING OF GENERAL MEETING BY VC OR OAVM
(by virtue of MCA circular dated: 08-04-2020 and 13-04-2020)
Applicability of convening and holding General Meeting under this mechanism on or before 30-June-2020 or till further orders, whichever is earlier
| Basis | Company’s adopting no e-voting facility | Company’s adopting e-voting facility mandatory or voluntary |
| Notice along with disclosure | √ Circulated only on registered e-mail address or with depository participant.
√ Bound to contact all those members whose e-mail address is not registered with the company either over telephone or by publishing a public notice in newspaper with appropriate disclosures. √ The notice shall be circulated to all members by email within atleast 3 days after the date of publication of notice in newspaper. √ Availability of notice on website, if any √ Provide a designated email address so that members can convey their vote |
√ Circulated only on registered e-mail address or with depository participant.
√ Bound to provide a process of registration of e-mail address with the company, in case of absence thereof. However, these categories of members can vote through remote e-voting or e-voting during the meeting. √ Availability of notice on website and Stock Exchange √ Provide a designated email address so that members can convey their vote |
| Circulation of Notice | √ Atleast 21 clear days (14 days in case of Section 8 Company);
Shorter Notice √ In the case of AGM, consent of atleast 95% of the members entitled to vote; √ In the case of EGM, consent of atleast 51% of the 95% of members entitled to vote (companies having share capital); √ In the case of EGM, consent of atleast 95% of total voting power (companies not having share capital) |
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| NOTE: some newspapers are not bringing their print versions for a limited period. However, some newspapers that are still printing are not accepting a ‘e-copy’ of the information to be published which can be acts as a challenge. Therefore, company should make efforts to contact members by any other means. | ||
| Pre-requisites before holding the meeting | √ Allow two-way teleconferencing or WebEx;
√ Allow participants to pose questions in advance or during the meeting; √ Allow atleast 500 members or less where members are less than 500 to participate on *first-come -first served basis. √ Allow participants atleast 15 minutes prior to join and after concluding the meeting. |
√ Allow two-way teleconferencing or WebEx;
√ Allow participants to pose questions in advance or during the meeting; √ Allow atleast 1000 members to participate on *first-come -first served basis. √ Allow participants atleast 15 minutes prior to join and after concluding the meeting. |
| * Shareholders holding atleast 2%, Institutional Investors, Promoters, Directors and KMPs or Chairperson of any Committee of the Board are out of the purview of first-come -first served basis limits. | ||
| Appointment of Chairperson | √ As per articles or
√ By poll (through e-voting) unless the members are less than 50 |
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| Proxy | **Not required when meeting is holding by VC or OAVM therefore company is not required to give the facility of the same in the notice. | |
| ** When the members are President, Governors or Body Corporates, they can authorise their representative to attend the meeting. | ||
| Voting | √ Matters specifically passed through postal Ballot: not required;
√ Matters passed by Poll: allowed and the members convey their assent or dissent at the email address circulated by the company in the notice; √ Matters passing by show of hands: Allowed, where members are less than 50 or where no poll is demanded |
√ All the matters are allowed to be passed by e-voting;
√ Matters specifically passed through postal Ballot: not allowed only ***remote e-voting is allowed to take assent or dissent on those resolutions; √ Matters passed by Poll: Not allowed; √ Matters passing by show of hands: Not allowed |
| *** as per Rule 20(4)(vi) the facility of remote e-voting facility is available for atleast 3 days and shall close at 5.00 pm on the date preceding the date of meeting. | ||
| Filing to ROC | All resolutions passed under this mechanism shall be filed to the ROC within 60 days of the meeting. | |
Question: Is there any difference between e-voting and remote e-voting facility??
Answer: Yes, e-voting shall be conducted during the meeting. However, remote e-voting allows company to receive the assent or dissent of members prior to the date of meeting without holding the general meeting.
But the company can use the same electronic voting system for receiving the votes for both remote e-voting facility as well as e-voting facility.
Question: Whether the availability of Statutory Auditors and Independent Directors (if any) in the general meeting is mandatory??
Answer:Yes.
Question: Can any person is eligible to appoint as Scrutinizer to scrutinize the process of e-voting or remote e-voting process??
Answer:No, the Board can only appoint PCS, PCA, Practising Cost Accountant or Advocate or any other person who is not in employment of the company can be appointed as Scrutinizer.
Question: Can the Scrutinizer prepare the report of voting process electronically??
Answer: Yes.
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