CLARIFICATION ON PASSING OF SHAREHOLDER RESOLUTIONS DURING COVID-19 – CONDUCT EXTRA ORDINARY GENERAL MEETING (EGM) OF SHAREHOLDERS REMOTELY – Eshwars
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CLARIFICATION ON PASSING OF SHAREHOLDER RESOLUTIONS DURING COVID-19 – CONDUCT EXTRA ORDINARY GENERAL MEETING (EGM) OF SHAREHOLDERS REMOTELY

Amidst the COVID-19, Ministry of Corporate Affairs (MCA) vide its General Circulars No.14/2020 dated 08th April 2020 and No.17/2020 dated 13th April 2020 has, with respect to matters requiring approval of shareholders, requested the Companies, to obtain shareholders’ approval through postal ballot/e-voting till 30th June 2020, in order to avoid holding a general meeting which requires physical presence of the shareholders at a common venue. The Company is required to send notice by e-mail to all its shareholders who have registered their email with the Company or depository/depository participant.

MCA has also clarified that, till 30th June 2020, the Companies which are proposing to obtain the approval of the shareholders through Postal Ballot, the voting can be done only by way of remote e-voting.

If holding of an EGM is considered unavoidable, then the said EGM has to be conducted through video conferencing (VC) or other audio-visual means (OAVM) (“Remote EGM”), to obtain approval from the shareholders on various urgent matters.

This video conferencing (VC) Facility is available only to the EGM’s conducted between 8th April 2020 and 30th June 2020.

PROCESS FOR CONDUCTING REMOTE EGM: In addition to compliances under the provisions of the Act, the following procedures should also be followed by the companies when conducting the EGM through this VC Facility.

Particulars

Companies which are required to provide* or has opted for remote e-voting

Companies which are not required to provide for remote e-voting

Facility to be provided to the shareholders

(EGM to be conducted only in unavoidable circumstances)

VC or OAVM (“VC Facility”)

VC or OAVM (“VC Facility”)

Mode of sending the Notice for Remote EGM to the shareholders

Only by email

Only by email

Pre requisites

  • Ensure the convenience of participants in different time zones to attend the EGM

  • Ensure two-way communication in the VC Facility

  • Participants should be able to pose questions during the meeting and can also send questions via mail before the meeting to the e-mail address of the company.

  • VC Facility must allow at least 1000 members to participate on first come first serve (FCFS) basis

  • The Condition of FCFS not applicable to

    • Shareholders holding 2% or more

    • Promoters,

    • institutional investors,

    • directors,

    • key managerial personnel,

    • chairpersons of audit committee, nomination and remuneration committee, stakeholder relationship committee; and

    • auditors

  • Remote e-voting should be provided in accordance with the provision of the Act

  • Ensure the convenience of participants in different time zones to attend the EGM

  • Ensure two-way communication in the VC Facility

  • Participants should be able to pose questions during the meeting and can also send questions via mail before the meeting to the e-mail address of the company.

  • VC Facility must allow at least 500 members to participate on FCFS or the number of members, whichever is lower.

  • The Condition of FCFS not applicable to

    • Shareholders holding 2% or more

    • Promoters,

    • institutional investors,

    • directors,

    • key managerial personnel,

    • chairpersons of audit committee, nomination and remuneration committee, stakeholder relationship committee; and

    • auditors

  • Company shall take adequate measures to maintain the confidentiality of the password and privacy associated with the designated e-mail address provided in the notice of EGM.

  • Contact all the members whose e-mail address is not registered with the company to obtain their registration before issuing the notice.

  • Where the contact details could not be obtained as above, then the company shall immediately issue a public notice (at least 3 days prior to issue of EGM notice) by way of advertisement in at least one English and at lease on vernacular newspaper where the registered office of the Company is situated (Preferably both newspapers have electronic editions)

Disclosures in notice of Remote EGM

In addition to disclosures required under companies act,
Additional disclosures in the Notice to be provided:

  • Clear instructions on how to access to the VC Facility and participate in the meeting.

  • Provide assistance for use of technology by helpline numbers through registrar / share transfer agent / technology provider or otherwise

Notice by Listed Company

  • Necessary intimation to stock exchanges should be made.

In addition to disclosures required under companies act,
Additional disclosures in the EGM Notice to be provided:

  • Clear instructions on how to access to the VC Facility and participate in the meeting

  • Provide assistance for use of technology by helpline numbers through registrar / share transfer agent (if any) / technology provider or otherwise

  • To provide designated e-mail address to which votes are to be sent when a poll is required to be taken at the meeting.
    (Due safeguard shall be taken by the company with regards to the authenticity of the e-mail address and other details of members).

Disclosures in the Public Notice

Additional Disclosure in public notice

The advertisement by way of public notice published in the English and vernacular newspaper shall in addition to the items mentioned in the Act shall also state that;

  • EGM is convened through VC Facility in compliance with the General Circular 14/2020 dated 8th April 2020 and the Circular 17/2020 dated 13th April 2020.

  • Date and Time of EGM to be held through VC Facility

  • Confirmation on availability of the EGM notice on the website of the Company and the stock exchange

  • Manner in which the members holding shares in physical form or have not registered their email address with the company may vote in remote e-voting or e-voting at the meeting.

  • Manner of registering the email address with the company for the members who have not registered their email address

Disclosures in public notice (if applicable)

  • A statement that the Company intends to conduct EGM in accordance with Act and these Circulars

  • A Statement that the Company will send notices to all its members by e-mail at least 3 days after this public notice;

  • E-mail address and telephone number to which members may contact to get their e-mail address registered

Display of EGM Notice – Website

Copy of notice of the meeting should be displayed in the website of the company, if any.

Copy of notice of the meeting should be displayed in the website of the company, if any.

At the EGM – time for keeping the VC Facility open for members to join

  • VC Facility for joining the meeting shall open at least 15 minutes before the time scheduled for the meeting and will remain open till 15 minutes from the start of the meeting.

  • The Chairman shall satisfy himself and record before considering the business that all efforts feasible have been taken by the company to enable the members to participate and vote in the meeting.

  • VC Facility for joining the meeting shall open at least 15 minutes before the time scheduled for the meeting and will remain open till 15 minutes from the start of the meeting.

  • The Chairman shall satisfy himself and record before considering the business that all efforts feasible have been taken by the company to enable the members to participate and vote in the meeting.

Quorum

Attendance of members through the VC Facility shall be counted for the purpose of quorum.

Attendance of members through the VC Facility shall be counted for the purpose of quorum.

Manner of Voting

Prior to the meeting: by remote e-voting as per the instructions provided in the meeting notice.

During the meeting (the members who have not voted through remote e-voting can vote during the meeting):

The Chairman shall ensure that the e- voting facility is available for the purpose of voting at the EGM.:

Prior to the meeting: Not applicable

During the meeting: Voting will be by show of hands, unless a poll is demanded.

When poll is demanded, members can cast their vote on resolutions by sending emails through the email address registered with the company.

The mails shall be sent only to the designated email provided in the notice of the EGM.

Adjournment of the meeting, if required.

NA

If the counting of votes requires time, the meeting may be adjourned to declare the results.

Chairman

  • Specific person mentioned in the articles to be appointed as chairman of the meeting (or)

  • if there is no specific person named in the Articles then

  • If members present through VC Facility is less than 50 – members present shall elect one among themselves to chair the meeting, or demand for poll for election of chairman

  • If members present is more than 50 – chairman be appointed by poll conducted through e-voting during the meeting.

  • Specific person mentioned in the articles to be appointed as chairman of the meeting
    (or)

  • if there is no specific person named in the Articles then

  • If members present through VC Facility is less than 50 – members present shall elect one among themselves to chair the meeting, or demand for poll for election of chairman

  • If members present is more than 50 – chairman be appointed by poll.

Proxy

Since the meeting is conducted through the VC Facility, the physical presence of the member is dispensed with. Hence there is no requirement of proxies.

Since the meeting is conducted through the VC Facility, the physical presence of the member is dispensed with Hence there is no requirement of proxies.

Representative of the member

Representatives of the President of India or Governor of the State or a body corporate may be appointed in accordance with the provisions of the Act to attend and vote at the meeting held through VC Facility.

Representatives of the President of India or Governor of the State or a body corporate may be appointed in accordance with the provisions of the Act to attend and vote at the meeting held through VC Facility.

Mandatory presence of Independent Director

At least one Independent Director (if any), should attend the meeting

At least one Independent Director (if any), should attend the meeting

Mandatory presence of auditor

Auditor or their authorised representative, who is qualified to be the auditor should attend the meeting.

Auditor or their authorised representative, who is qualified to be the auditor should attend the meeting.

Institutional Investors

Institutional investors who are members should be encouraged to attend and vote at the meeting.

Institutional investors who are members should be encouraged to attend and vote at the meeting.

Filing of Resolutions with the Registrar of Companies (“ROC”)

  • All the resolutions passed at the meeting shall be filed with the ROC within 60 days of the meeting

  • The filing shall confirm the compliance of this circular along with the provisions of the Act.

  • All the resolutions passed at the meeting shall be filed with the ROC within 60 days of the meeting

  • The filing shall confirm the compliance of this circular along with the provisions of the Act.

Maintenance of Recorded transcript of the EGM

  • The Recorded transcript of the meeting shall be maintained in the safe custody of the Company

  • In case of Public Company, the recorded transcript should be posted on the website of the Company, if any as soon as possible

  • The Recorded transcript of the meeting shall be maintained in the safe custody of the Company

  • In case of Public Company, the Recorded transcript should be posted on the website of the Company, if any as soon as possible

* The companies which has listed its equity shares in the recognised stock exchange and are having more than or equal to 1000 shareholders are required to provide e-voting facility in their EGM;

**In case of notice calling an EGM was issued prior to the circular and if the members provide their consent to hold the EGM at a shorter notice, then the Company may issue a fresh notice at a shorter duration containing the disclosures required to be made under this circular.

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