Due to the pandemic caused by COVID-19 across the country,
the companies are requested to take all decisions of urgent nature requiring
the approval of members through the mechanism of postal ballot or e-voting,
without holding a general meeting which requires physical presence of members
at a common venue.
PROCEDURE FOR HOLDING AN EXTRAORDINARY GENERAL MEETING (EGM) WHICH IS
CONSIDERED AS UNAVOIDABLE BY THE COMPANY (GENERAL CIRCULAR NO. 14/2020 DATED 8TH APRIL
2020)
A.
FOR COMPANIES WHICH ARE REQUIRED TO PROVIDE
THE FACILITY OF E-VOTING UNDER THE ACT, OR ANY OTHER COMPANY WHICH HAS
OPTED FOR SUCH FACILITY –
I.
EGMs, wherever unavoidable, may be held through VC or
OAVM and the recorded transcript of the same shall be maintained in safe
custody by the company. In case of a public company, the recorded transcript of
the meeting, shall as soon as possible, be also made available on the website
(if any) of the company.
II.
Convenience of different persons positioned in
different time zones shall be kept in mind before scheduling the meeting.
III.
All care must be taken to ensure that such meeting
through VC or °AVM facility allows two way teleconferencing or WebEx for the
ease of participation of the members and the participants are allowed to pose
questions concurrently or given time to submit questions in advance on the
e-mail address of the company. Such facility must have a capacity to allow at
least 1000 members to participate on a first-come-first-served basis. The large
shareholders (i.e. shareholders holding 2% or more shareholding). promoters,
institutional investors, directors, key managerial personnel, the chairpersons
of the Audit Committee. Nomination and Remuneration Committee and Stakeholders
Relationship Committee, auditors, etc. may be allowed to attend the meeting
without restriction on account of First-come first-served principle.
IV.
The facility for joining the meeting shall be kept open
at least 15 minutes before the time scheduled to start the meeting and shall
not be closed till the expiry of 15 minutes after such scheduled time.
V.
Before the actual date of the meeting, the facility of
remote e-voting shall be provided in accordance with the Act and the rules.
VI.
Attendance of members through VC or OAVM shall be
counted for the purpose of reckoning the quorum under section 103 of the Act.
VII.
Only those members, who are present in the meeting
through VC or OAVM facility and have not cast their vote on resolutions through
remote e-voting and are otherwise not barred from doing so, shall be allowed to
vote through e-voting system or by a show of hands in the meeting.
VIII.
Unless the articles of the company require any specific
person to be appointed as a Chairman for the meeting, the Chairman for the
meeting shall be appointed in the following manner:
a.
where there are less than 50 members present in the
meeting. the Chairman shall be appointed in accordance with section 104.
b.
In all other cases. the Chairman shall be appointed by
a poll conducted through the e-voting system during the meeting
IX.
The Chairman present at the meeting shalt ensure that
the facility of e-voting system is available for the purpose of conducting a
poll during the meeting held through VC or OAVM Depending on the number of
members present in such meeting, the voting shall be conducted in the following
manner;
a.
where there are less than 50 members present at the meeting,
the voting may be conducted either through the e-voting system or by a show of
hands, unless a demand for poll is made in accordance with section 109 of the
Act, in which case, the voting shall be conducted through the e-voting system,
b.
in all other cases, the voting shall be conducted
through e-voting
X.
A proxy is allowed to be appointed under section 105 of
the Act to attend and vote at a general meeting on behalf of a member who is
not able to attend personally. Since general meetings under this framework will
be held through VC or OAVM, where physical attendance of members in any case
has been dispensed with, there is no requirement of appointment of Accordingly,
the facility of appointment of proxies by members will not be available for
such meetings. However, in pursuance of section 112 and section 113 of the Act,
representatives of the members may be appointed for the purpose of voting
through remote e-voting or for participation and voting in the meeting held
through VC or OAVM.
XI.
At least one independent director (where the company is
required to appoint one), and the auditor or his authorized representative, who
is qualified to be the auditor shall attend such meeting through VC or OAVM
XII.
Where institutional investors are members of a company.
they must be encouraged to attend and vote in the said meeting through VC or
OAVM
XIII.
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 also contain clear
instructions on how to access and participate in the meeting. The company shall
also provide a helpline number through the registrar & transfer agent,
technology provider, or otherwise, for those shareholders who need assistance
with using the technology before or during the meeting. A copy of the meeting
notice shall also be prominently displayed on the website of the company
and due intimation may be made to the exchanges in case of a listed company
XIV.
In case a notice for meeting has been served prior to
the date of this Circular, the framework proposed in this Circular may be
adopted for the meeting, in case the consent from members has been
obtained in accordance with section 101(1) of the Act, and a fresh notice of
shorter duration with due disclosures in consonance with this Circular is
issued consequently.
XV.
All resolutions passed in accordance with this mechanism shall be Ned with the
Registrar of Companies within 60 days of the meeting, clearly indicating therein
that the mechanism provided herein along with other provisions of the Act and
rules were duly complied with during such meeting.
B.
FOR COMPANIES WHICH ARE NOT
REQUIRED TO PROVIDE
THE FACILITY OF E-VOTING UNDER THE ACT ‑
I.
EGM, wherever unavoidable, may be held through VC or
OAVM and the recorded transcript of the same shall be maintained in safe
custody by the company. In case of a public company, the recorded transcript of
the meeting, shall as soon as possible, be also made available on the website (if
any) of the company.
II.
Convenience of different persons positioned in
different time zones shall be kept in mind before scheduling the meeting.
III.
All care must be taken to ensure that such meeting
through VG or OAVM facility allows two way teleconferencing or Webex for the
ease of participation of the members and the participants are allowed to pose
questions concurrently or given time to submit questions in advance on the
e-mail address of the company. Such facility must have a capacity to allow at
least 500 members or members equal to the total number of members of the
company (whichever is lower) to participate on a first-come-first-served basis,
The large shareholders (i.e. shareholders holding 2% or more shareholding),
promoters, institutional investors, directors, key managerial personnel. the
chairpersons of the Audit Committee, Nomination and Remuneration Committee and
Stakeholders Relationship Committee, auditors, etc. may be allowed to attend
the meeting without restriction on account of first-come-first-served
principle.
IV.
The facility for joining the meeting shall be kept open
at least 15 minutes before the time scheduled to start the meeting and shall
not be closed till the expiry of 15 minutes after such scheduled time.
V.
Attendance of members through VC or OAVM shall be
counted for the purpose of reckoning the quorum under section 103 of the Act.
VI.
Unless the articles of the company require any specific
person to be appointed as a Chairman for the meeting, the Chairman for the meeting
shall be appointed in the following manner
a.
where there are less than 50 members present at the
meeting, the Chairman shall be appointed in accordance with section 104;
b.
in all other cases, the Chairman shall be appointed by
a poll conducted in a manner provided in succeeding sub-paragraphs.
VII.
At least one independent director (whore the company is
required to appoint one), and the auditor or his authorized representative, who
is qualified to be the auditor shall attend such meeting through VC or OAVM
VIII.
A proxy is
allowed to be appointed under section 105 of the Act to attend and vote at a
general meeting on behalf of a member who is not able to attend personally.
Since general meetings under this framework will be held through VC or OAVM,
where physical attendance of members in any case has been dispensed with, there
is no requirement of appointment of proxies Accordingly, the facility of
appointment of proxies by members will not be available for such meetings.
However, In pursuance of section 112 and section 113 of the Act,
representatives of the members may be appointed for the purpose of voting
through remote e-voting or for participation and voting in the meeting held
through VC or OAVM.
IX.
Where institutional investors are members of a company,
they must be encouraged to attend and vole in the said meeting through VC or
OAVM.
X.
The company shall provide a designated email address to
all members at the time of sending the notice of meeting so that the members
can convey their vote, when a poll is required to be taken during the meeting
on any resolution, at such designated email address.
XI.
The confidentiality of the password and other privacy
issues associated with the designated email address shall be strictly
maintained by the company at all times. Due safeguards with regard to
authenticity of email address(es) and other details of the members shall also
be taken by the company.
XII.
During the meeting held through VC or OAVM facility,
where a poll on any item is required, the members shall cast their vote on the
resolutions only by sending emails through their email addresses which are
registered with the company. The said emails shall only be sent to the designated
email address circulated by the company in advance.
XIII.
Where less than 50 members are present in a meeting,
the Chairman may decide to conduct a vote by show of hands, unless a demand for
poll is made by any member in accordance with section 109 of the Act. Once such
demand is made, the procedure provided in the preceding sub-paragraphs shall be
followed.
XIV.
In case the counting of votes requires lime, the said
meeting may be adjourned and called later to declare the result.
XV.
The notice for the general meeting shalt make
disclosures with regard to the manner in which framework provided in this
Circular shall be available for use by the members and also contain clear
instructions on how to access and participate in the meeting. The company should
also provide a helpline number through the registrar & transfer agent,
technology provider, or otherwise, for those shareholders who need assistance
with using the technology before or during the meeting. A copy of the notice
shall also be prominently displayed on the website of the company.
XVI.
in case a notice for meeting has been served prior to
the date of this Circular, the framework proposed in this Circular may be
adopted for the meeting in case the consent from members has been obtained in
accordance with section 101(1) of the Act, and a fresh notice of shorter
duration with due disclosures in consonance with this Circular is issued
consequently.
XVII.
All resolutions passed in accordance with this
mechanism shall be filed with the Registrar of Companies within 60 days of the
meeting clearly indicating therein that the mechanism provided herein alongwith
other provisions of the Act and rules were duly complied with.
CLARIFICATIONS ON CONDUCTING AN EXTRAORDINARY GENERAL MEETING (EGM)
WHICH IS CONSIDERED AS UNAVOIDABLE BY THE COMPANY (GENERAL CIRCULAR NO. 17/2020 DATED 13TH
APRIL 2020)
(i)
Manner
and mode of issue of notices to the members before
convening the general meeting:
A. For companies which are required to provide the facility of 0-voting under the Act, or any other company which has opted
for such facility‑
I. In view of the present circumstances, in accordance with
the provisions of rule 18 of the Companies
(Management and Administration) Rules. 2014 (the rules), the notices to members may be given
only through e-mails registered with the company or with the depository
participant/depository.
II. While publishing the public notice as required under rule
20(4) (v) of the rules, the following matters shall also be stated. namely –
a.
a statement that the
EGM has been convened through VC or OAVM in compliance with applicable
provisions of the Act read with General Circular 14/2020, dated 8th April, 2020
and this Circular;
b.
the date and lime of
the EGM through VC or OAVM:
c.
availability of
notice of the meeting on the website of the company and the stock exchange.
d.
the manner in which
the members who are holding shares in physical form or who have not registered
their email addresses with the company can cast their vote through remote
e-voting or through the e-voting system during the meeting;
e.
the manner in which
the members who have not registered their email addresses with the company can
get the same registered with the company,
f.
any other detail
considered necessary by the company
III. The Chairman of the meeting shall satisfy himself and cause to record
the same before considering the business in the meeting that all efforts
feasible under the circumstances have indeed been made by the company to enable
members to participate and vote on the items being considered in the meeting
B. For companies which are not required to provide rho facility of a-voting under the Act‑
I. In view of the present circumstances, in accordance with
the provisions of rule 18 of the Companies
(Management and Administration) Rules, 2014 (the rules), the notices to members may be given
only through e-mails registered with the company or with the
depository/depository participant.
II.
A copy of the notice
shall also be prominently displayed on the website, if any, of the company.
III.
In order to ensure
that all members are aware that a general meeting is proposed to be conducted
In compliance with applicable provisions of the Act read with General
Circular No. 14/2020 Dated 8th April 2020, the company shall-
(a) contact
all those members whose e-mail addresses are not registered with the company
over telephone or any other mode of communication for registration of their
e-mail addresses before sending the notice for meeting to all its members, or
(b) where the contact details of
any of members are not available with the company or could not be obtained as
per (a) above, it shall cause a public notice by way of advertisement to be
published immediately at least once in a vernacular newspaper in the principal
vernacular language of the district in which the registered office of the
company is situated and having a wide circulation in that district, and at
least once in English language in an English newspaper having a wide
circulation in that district, preferably both newspapers having electronic
editions, and specifying in
the advertisement the following information
i.
That the company
intends to convene a general meeting in compliance with applicable provisions
of the Ad read with the General Circular No. 14/2020
Dated 8th April 2020 and
this Circular, and for the said purpose it proposes to send notices to all its
members by e-mail after, at least, 3 days from the date of publication of the
public notice:
ii.
the details of
the e-mail address along with a telephone number on which the members may
contact for getting their e-mail addresses registered for participation and
voting in the general meeting.
IV.
The Chairman of the
meeting shall satisfy himself and cause to record the same before considering
the business in the meeting that all efforts feasible under the circumstances
have indeed been made by the company to enable members to participate and vote
on the items being considered in the meeting.
(ii)
Requirement for
voting by show of hands – In
subparagraph A – IX of para 3 of the General Circular No. 14/2020 dated
8th April 2020 relevant
companies were allowed to pass resolutions in certain cases through show of
hands. Considering the dissimilarities involved in e-voting and voting by show
of hands, the said sub paragraph is substituted as under
‘IX. 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.”
(III) Passing of
certain items only through postal ballot without convening a general meeting – (a) In the General Circular No. 14/2020 dated
8th April 2020. it was
stated that the companies may pass resolutions through postal ballot/e-voting
without holding a general meeting unless it is so required as per section
110(1)(b) of the Act. Clarifications have been sought on the issue of dispatch
of notices by companies by post and communication by the members of their
assent or dissent on relevant resolutions by post under the current
circumstances
(b) The matter has been examined
and the attention is invited to rule 22(15) of the rules which provides that
the provisions of rule 20 regarding voting by electronic means shall apply, as
far as applicable. mutatis mutandis to this rule in reseed of the voting by
electronic means. Therefore, for companies covered in pare 3-A of the General Circular No. 14/2020 dated
8th April 2020, while
they are transacting any item only by postal ballot, up to 30th June 2020, or
till further orders, whichever is earlier, the requirements provided in rule 20
01 the rules as well as the framework provided in the General Circular No. 14/2020 dated
8th April 2020 and
this Circular would be applicable mutatis
mutandis. The company would send notice by email to all its
shareholders who have registered their email addresses with the company or
depository participant/depository. The company would also be duty bound to
provide a process of registration of e-mail addresses of members and state se
in its public notice. The communication of the assent or dissent of the members
would only take place through the remote e-voting system, as no meeting will be
required to be called.
(iv) Sending of
e-mails by member, where a poll on any item is required for companies covered
in Para 3-B of the General Circular No. 14/2020 dated 8th April 2020–
Clarification has been sought as
to whether the members are required to take part in the poll on items
considered during the meeting by sending e-mails in advance to the company
before the meeting is actually held through VC or OAVM facility. The matter has
been examined and it is hereby clarified that sub-paragraph 13-XII of pars 3 of
the General
Circular No. 14/2020 dated 8th April 2020 does not provide for polling by members at any time
before the general meeting. The poll will take place during the meeting, and
the members may convey their assent or dissent only at such stage on items
considered in the meeting by sending e-mails to the designated e-mail address
of the company, which was circulated by the company in the notice sent to the
members.
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