Extra-Ordinary General Meeting(s) (EGM’S) wherever unavoidable may be held through Video Conferencing (VC) or other Audio Visual Means (OAVM)- MCA Circular No. 14/2020 dated 08.04.2020 and Circular No. 17/2020 dated 13.04.2020
Vide this circular Companies are allowed to take all decisions of urgent nature requiring 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/E-voting in accordance with the provisions of the act and rules made thereunder, without holding a general meeting which requires physical presence of members at common venue.
Process provided in these Circulars shall be applicable only on those EGM’s held on or before 30th June, 2020 or till further orders whichever is earlier.
| Particulars | For Companies Which are required to provide facility of e-voting (Listed Companies or Company having atleast 1000 members) or any other company which has opted for such facility | For Companies Which are not required to provide facility of e-voting. |
| Issue of Notice of Meeting to members | Only via emails registered with the company or with depository. | Only via emails registered with the company. |
| Information Contain in Notice | -That EGM has been conducted through VC or AOVM
-Date and time of EGM -facility for voting by electronic means -Manner in which the members holding physical shares can cast their vote though e-Voting system during the meeting. -Instruction as to how the members can access and participate in the meeting. -Helpline number of Registrar and Transfer Agent and technology provider for assistance of members; -Such other details as provided in Rule 20 of Companies (Management and Administration) Rules, 2014 Further, copy of notice shall be displayed on the website of the Company (if any) and due intimation shall be given to stock exchange, in case of listed company. |
-That EGM has been conducted through VC or AOVM
-Date and time of EGM -Instruction as to how the members can access and participate in the meeting -Helpline number of Registrar and Transfer Agent and technology provider for assistance of members; Further, copy of notice shall be displayed on the website of the Company (if any). |
| Participation and Queries of members | Meeting through VC or OAVM facility shall allow two way Teleconferencing or webex for ease of participation and members are allowed to pose questions during the meeting or submit questions in advance on email of the company. | Meeting through VC or OAVM facility shall allow two way Teleconferencing or webex for ease of participation and Members are allowed to pose questions or must be given time to submit questions in advance on email of the company. |
| No. of Members participate through VC or OAVM facility | Meeting through VC or OAVM must provide capacity of atleast 1000 members to participate on first-cum-first-served basis.
The Rule of first-cum-first-served basis shall not apply to: Large shareholders (i.e. shareholders holding 2% or more shareholding, promoters, institutional investors, directors, KMP, chairperson of Audit committee, Nomination and Remuneration Committee, Stakeholder Relationship committee, auditors. |
Meeting through VC or OAVM must provide capacity of atleast 500 members or actual number of members whichever is lower to participate on first cum first served basis.
The Rule of first-cum-first-served basis shall not apply to: Large shareholders (i.e. shareholders holding 2% or more shareholding, promoters, institutional investors, directors, KMP, chairperson of Audit committee, Nomination and Remuneration Committee, Stakeholder Relationship committee, auditors. |
| Timeline for joining meeting through VC or OAVM | Facility for joining meeting shall be kept open for atleast 15 min before and shall not close till expiry of 15min after the scheduled time. | Facility for joining meeting shall be kept open for atleast 15 min before and shall not close till expiry of 15min after the scheduled time. |
| Quorum | Attendance of members through VC or OAVM shall be counted for the purpose of quorum. | Attendance of members through VC or OAVM shall be counted for the purpose of quorum. |
| Chairman of Meeting | a) If no. of members present are less than 50: The members present at the meeting shall elect one of themselves to be the Chairman by show of hands unless poll is demanded or the articles of the company otherwise provide.
b) If no. of members present are 50 or more than 50, the Chairman shall be appointed by a poll conducted through e-voting system. |
a) If no. of members present are less than 50: The members present at the meeting shall elect one of themselves to be the Chairman by show of hands unless poll is demanded
b) If no. of members present are 50 or more than 50, the Chairman shall be appointed by a poll. |
| Manner of voting | -Before the actual date of meeting, Facility of remote e-voting shall remain open for not less than 3 days and shall close at 5.00 pm on the date preceding the date of general meeting.
-Facility of E-voting shall be available for the purpose of conducting a poll. -The chairman present at the meeting shall ensure that the facility of e-voting system is available for the purpose of voting during the meeting held through VC or OAVM. -Those members who are present at the meeting and have not casted their vote through remote e-Voting shall be allowed to cast their vote through e-Voting system or by a show of hands at the meeting. |
a)If no. of members present are less than 50:
Voting may be conducted by show of hands. If Poll demanded: voting shall be conducted by sending e-mail at designated e-mail address provided in the notice of meeting through their e-mail address which are registered with the Company. b)If no. of members present are 50 or more than 50: voting shall be conducted by sending e-mail at designated e-mail address provided in the notice of meeting through their e-mail address which are registered with the Company. Note: When the poll is demanded, the members may convey their assent or dissent only at such stage on items considered in the meeting by sending e-mail at designated e-mail address provided in the notice of meeting. |
| Appointment of Proxy | The facility for appointment of proxies by members is not allowed for meeting through VC or OAVM.
However, representative of the members in pursuance of section 112 and 113 of the act may be appointed. |
The facility for appointment of proxies by members is not allowed for meeting through VC or OAVM.
However, representative of the members in pursuance of section 112 and 113 of the act may be appointed. |
| Presence of Independent Director and Auditor | Atleast one Independent Director (where company is required to appoint) and Auditor or his authorized representative shall attend such meeting. | Atleast one Independent Director (where company is required to appoint) and Auditor or his authorized representative shall attend such meeting. |
| Record Maintenance | Recorded transcript of meeting held through VC or OAVM shall be maintained in safe custody of the company and shall as soon as possible be made available on the website (if any) of the company. | Recorded transcript of meeting held through VC or OAVM shall be maintained in safe custody of the company and shall as soon as possible be made available on the website (if any) of the company. |
| Disclosures to shareholders | All disclosures or documents required to be made, shall be made available to the shareholders through electronic mode. | All disclosures or documents required to be made, shall be made available to the shareholders through electronic mode. |
| Requirement of Newspaper Advertisement | The company shall cause a public notice by way of an advertisement to be published, immediately on completion of dispatch of notices for the meeting at least twenty-one days before the date of general meeting, in minimum 2 newspapers (one in vernacular and one in English newspaper) and specifying the information as per Rule 20 of Companies (Management and Administration) Rules, 2014 | If email addresses are not registered with the company:
-Contact all those members over telephone or any other mode of communication for registration of their email addresses before sending the notice for meeting -Where contact details of any members are not available with the company it shall cause a public notice by way of an advertisement to be published, immediately in minimum 2 newspapers (one in vernacular and one in English newspaper) preferably both newspapers having electronic additions and specifying the following information: -that the company intends to convene a general meeting in compliance with applicable provisions of the act MCA Circular and for the said purpose to send notices to all its members by e-mail atleast 3days from the date of publication of the public notice -to update the details of email address & telephone number on company’s designated email address for participation and voting in general. |
| Passing of certain items only through postal ballot | Notice of EGM to be sent only by email to all its shareholders.
The communication of assent or dissent of the members would take place through remote e-voting system only. |
Companies may send poll paper by email along with notice and voting take place by email during the meeting.
(Companies having Members upto 200 not required to transact any business through postal ballot) |
| Filing of Resolution with ROC | Within 60 days of the meeting clearly indicating therein that the mechanism provided in this circular along with other provisions of the Act and rules were duly complied with. | Within 60 days of the meeting clearly indicating therein that the mechanism provided in this circular along with other provisions of the Act and rules were duly complied with. |
DISCLAIMER: The Entire Contents of this document have been prepared on the basis of circulars issued by MCA recently and based on the relevant provisions of Companies Act, 2013 and rules made thereunder. In no event, I will be liable for any damages caused in connection with the use of this information.
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Very nicely done.