In the wake of COVID-19, the Ministry of Corporate Affairs has pursuant to circular dated 08th April 2020 allowed conducting of Extraordinary General Meetings through Video Conferencing or other Audio-Visual means earlier not allowed in the companies.
The Companies can use the framework provided in the circular to conduct Extra-Ordinary General Meeting on or before 30th June 2020 when the meeting is unavoidable.
The companies that have to provide the facility of e-voting under the Act, or which has go for such facility:
1. Where EGM is considered to be unavoidable, the Company can hold EGM through VC or OAVM, and the recorded transcript of such meeting shall be in safe custody.
ASAP the recorded transcript shall be present on company’s website (if any) in the case of a Public Company.
2. The VC or OAVM facility shall allow two-way teleconferencing for ease of members and participants so that they are allowed to pose questions or
The company shall provide time to submit questions in advance atthe e-mail address of the company.
The VC or OAVM facility shall allow at least 1000 members to participate on a first come first serve basis.
The large shareholders (holding more than 2% or more shares of the company), directors, KMPs, etc. may be allowed to attend the meeting on a first come first serve basis.
3. The facility to join the meeting should be available 15 minutes before and after the time scheduled for the meeting.
4. Before the actual date of the meeting, remote e-voting facilities should be allowed.
5. Members attending meetings through VC or OAVM shall be counted for quorum.
6. Members who are present in the meeting through VC or OAVM and have not voted through remote e-voting and are not debarred from voting are allowed to vote through the e-voting system or by show of hands in the meeting.
7. Appointment of Chairman
Unless the Articles provide for the appointment of a specific person as Chairman of the meeting, the Chairman of the meeting shall be appointed in the following manner:
(i) less than 50 members are present in the meeting- Chairman shall be appointed under Section 104
(ii) in all other cases, by a poll conducted through an e-voting system
8. Voting shall be conducted in the following manner:
(i) Less than 50 members present- Voting can be conducted through an e-voting system or by show of hands unless a poll is demanded
(ii) the voting shall be organized by e-voting in all other cases
9. Appointment of Proxy is not allowed as physical attendance of member is not required in meeting through VC or OAVM, however
Representatives under Section 112 or 113 may be appointed for e-voting or participation and voting in the meeting held through VC or OAVM.
10. At least one Independent director (if any) and the Auditor (or his authorized representative) shall attend such meetings through VC or OAVM.
11. The notice for the general meeting shall make disclosures concerninghowthe framework provided in this circular shall be available for useby the members and contain all necessary disclosures regarding the conduct of the meeting through VC or OAVM. A helpline number shall also be issued for the facility of members to attend meetings through VC or OAVM.
12.All conclusions passed as per this mechanism shall be filed with the Registrar of Companies within 60 days of the meeting.
Thus, by extending the facility of organizing meetings through OAVM or VC, the Ministry has relaxed the provisions of organizing Extra General Meetings.
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Posted by: CA Neetu Saini