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 |
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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 |
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Disclosures in notice of Remote EGM |
In addition to disclosures required under companies act,
Notice by Listed Company
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In addition to disclosures required under companies act,
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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;
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Disclosures in public notice (if applicable)
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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 |
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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 |
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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”) |
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Maintenance of Recorded transcript of the EGM |
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* 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.