The Ministry of Corporate Affairs (MCA) had issued the Circular No. 14/ 2020 dated 8th April, 2020 which has provided the clarifications with relation to passing of Ordinary Resolution and Special Resolution by companies under the Companies Act, 2013 and rules made thereunder on account of the threat posed by COVID-19. Through such Circular, the MCA has encouraged the companies to take all decisions of urgent nature which requires the approval of members, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot or e-voting in accordance with the provisions of the Companies Act, 2013 without holding a general meeting, which requires physical presence of members at a common venue.
The said circular had provided the procedure which shall be adopted by the companies in case holding of an Extra Ordinary General Meeting (EGM) which is unavoidable and also the time limit for adopting such procedure by the company for conducting an Extra Ordinary General Meeting (EGM).
After issue of the said circular, the MCA has received representations from stakeholders for clarification on some of the elements in the framework laid down therein. Therefore, the MCA has issued the Circular No.17/ 2020 dated 13th April, 2020 which provides the clarifications on the difficulties in serving and receiving notices/ responses by post in the current circumstances and for other matters also.
A. For companies which are required to provide the facility of e-voting under the Companies Act, 2013, or any other company which has opted for such facility:
|Matters to be stated as per Rule 20(4)(v) of the Companies (Management and Administration) Rules, 2014|
|1.||Statement that the business may be transacted through voting by electronic means;|
|2.||The date and time of commencement of remote e-voting;|
|3.||The date and time of end of remote e-voting;|
|5.||The manner in which persons who have acquired shares and become members of the company after the dispatch of notice may obtain the login ID and password;|
|6.||The statement that –
|7.||Website address of the company, if any, and of the agency where notice of the meeting is displayed;|
|8.||Name, designation, address, email id and phone number of the person responsible to address the grievances connected with facility for voting by electronic means.|
|Additional Matters as per Circular No.17/2020 dated 13th April, 2020|
|1.||A statement that the EGM has been convened through Video conferencing (VC) or Other Audio Visual Means (OAVM) in compliance with applicable provisions of the Companies Act, 2013 read with General Circular No.14/2020 dated 8th April, 2020 and Circular No.17/2020 dated 13th April, 2020;|
|2.||The date and time of the EGM through VC or OAVM;|
|3.||Availability of notice of the meeting on the website of the Company and the stock exchange;|
|4.||The manner in which the members who are holding shares in physical form or who have not registered their email addresses with the company can cast their vote through remote e-voting or through the e-voting system during the meeting;|
|5.||The manner in which the members who have not registered their email addresses with the company can get the same registered with the company;|
|6.||Any other details considered necessary by the company.|
B. For companies which are not required to provide the facility of e-voting under the Companies Act, 2013:
√ Contact all those members whose email addresses are not registered with the company over telephone or any other mode of communication for registration of their email addresses before sending the notice for meeting to all its members; or
√ Where the contact details of any of members are not available with the company or could not be obtained through telephone or any other mode of communication, the company shall cause a public notice by way of advertisement to be published immediately at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated and having a wide circulation in that district and atleast once in English language in an English newspaper having a wide circulation in that district, preferably both newspapers having electronic editions, and specifying in the advertisement the following information:
i. That the company intends to convene a general meeting in compliance with applicable provisions of the Companies Act, 2013 read with the General Ciruclar No. 14/ 2020 dated 8th April, 2020 and the General Ciruclar No. 17/ 2020 dated 13th April, 2020 and for the said purpose it proposes to send notices to all its members by email after, at least 3 days from the date of publication of the public notice;
ii. The details of the email address along with a telephone number on which the members may contact for getting their e-mail address registered for participation and voting in the general meeting.
“IX. The Chairman present at the meeting shall ensure that the facility of e-voting system is available for the purpose of voting duirng the meeting held through VC or OAVM.”
• Passing of certain items only through postal ballot without convening general meeting:
• Sending of e-mails by members, where poll on any item is required:
Thus, the aforementioned clarifications provided by the MCA through the said circular will definitely ease the difficulties faced by the companies for passing of ordinary and special resolution of urgent nature.
Further, below mentioned is the link of my article titled “Clarification on passing of Ordinary & Special Resolution by MCA” which provides the bird’s eye view of the General Circular No.14/2020 dated 8th April, 2020 issued by the MCA which will help to understand this article which is based on the General Circular No.17/2020 dated 13th April, 2020, more meritoriously.
Link of article titled “Clarification on passing of Ordinary & Special Resolution by MCA”
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