In the wake of COVID-19 the Ministry of Corporate Affairs has pursuant to circular dated 08th April, 2020 allowed conducting of Extra-Ordinary General Meetings through Video Conferencing or other Audio-Visual Means which was earlier not allowed to 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.
For companies which are NOT required to provide the facility of e-voting under the Act:
- Where EGM is considered to be unavoidable, the Company can hold EGM through VC or OAVM and recorded transcript of such meeting shall be in safe custody.
In case of a Public Company the recorded transcript shall be made available on the website of the company (if any) as soon as possible.
- 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 on e-mail address of the company.
The VC or OAVM facility shall allow at least 500 members or members equal to total number of members of the company to participate on 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 first come first serve basis.
- The facility to join the meeting should be available 15 minutes before and after the time scheduled for the meeting.
- Members attending meting through VC or OAVM shall be counted for the purpose of quorum.
- Appointment of Chairman
Unless the Articles provide for 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 in accordance with Section 104
(ii) in all other cases, by poll conducted through e-voting system
- At least one Independent director (if any) and the Auditor (or his authorized representative) shall attend such meeting through VC or OAVM.
- 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 the purpose of e-voting or for participation and voting in the meeting held through VC or OAVM.
- The company shall provide a designated e-mail address at the time of sending notice of the meeting where the members can convey their votes when a poll is required to be taken during the meeting.
- In case of less than 50 members present in the meeting, Voting can be conducted by show of hands unless a poll is demanded
In case the counting of votes requires time, the meeting may be adjourned and called later to declare the result.
- The notice for the general meeting shall make disclosures with regard to the manner in which framework provided in this circular shall be available for use by the members and contain all necessary disclosures regarding conduct of meeting through VC or OAVM. A helpline number shall also be issued for facility of members to attend meeting through VC or OAVM.
- All resolutions passed according to this mechanism shall be filed with the Registrar of Companies within 60 days of the meeting.
Thus, the Ministry has relaxed the provisions of conducting Extra-Ordinary General Meetings by extending facility of conducting meeting through VC or OAVM.