Holding of extraordinary general meeting (EGM) by any company is considered unavoidable, so the following procedure needs to be adopted for conducting such a meeting on or before 30.06.2020:
- For companies providing facilities of E-voting under the Companies Act, 2013
- EGMs may be held through VC (video conferencing) or OAVM (other audio visual means) and recorded transcript of the same shall be maintained in safe custody by the company. In case of a public company, recorded transcript of the meeting shall be also made available on the website.
- Convenience of different persons positioned in different time zone shall be taken care of.
- Meeting through VC or OAVM facility must allow two way teleconferencing or webex for the ease of participation of the members and the participants are allowed to pose questions. Such facility must have capacity to allow at least 1000 members to participate on first come first served basis.
- The facility for joining the meeting shall be kept open for at least 15 minutes before the time scheduled to start the meeting and shall not be closed till expiry of 15 minutes after such scheduled time.
- Attendance of members shall be counted for the purpose of reckoning the quorum under section 103 of the Act.
- Only members who are present in the meeting through VC or OAVM shall be allowed to vote through e-voting system or by a show of hands in the meeting.
- Unless the articles of the company require any specific person to be appointed as a Chairman for the meeting, the chairman of the meeting shall be appointed in the following way :
- If there are less than 50 members present in the meeting, the chairman shall be appointed in accordance with section 104
- In all other cases, the chairman shall be appointed by a poll conducted through e-voting system during the meeting.
- The chairman at the meeting shall ensure that the facility of e-voting system is available for the purpose of conducting a poll during the meeting held through VC or OVAM in the following manner:
- If there is less than 50 members present at the meeting, the voting may be conducted through e-voting system or by a show of hands in accordance with section 109 of the Act
- In all other cases voting shall be conducted through e-voting system
- A proxy is not allowed in case VC or OAVM, however in pursuance of section 112 and 113, representatives of the members may be appointed.
- At least one independent director and the auditor or his authorized representative, who is qualified to be the auditor, shall attend such meeting.
- Institutional investors must be encouraged to attend the meeting.
- The notice for the general meeting shall make disclosures with clear instructions on how to access and participate in the meeting along with the helpline number. A copy of the meeting should be displayed on the website.
- In case a notice for meeting has been served prior to this circular date, then the framework proposed in this meeting may be adopted.
- All resolutions passes in accordance with this mechanism shall be filed with the Registrar of Companies within 60days of the meeting.
- For companies which are not required to provide the facility of e-voting under the Companies Act, 2013
- EGMs may be held through VC (video conferencing) or OAVM (other audio visual means) and recorded transcript of the same shall be maintained in safe custody by the company. In case of a public company, recorded transcript of the meeting shall be also made available on the website.
- Convenience of different persons positioned in different time zone shall be taken care of.
- Meeting through VC or OAVM facility must allow two way teleconferencing or webex for the ease of participation of the members and the participants are allowed to pose questions. Such facility must have 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 first come first served basis.
- The facility for joining the meeting shall be kept open for at least 15 minutes before the time scheduled to start the meeting and shall not be closed till expiry of 15 minutes after such scheduled time.
- Attendance of members shall be counted for the purpose of reckoning the quorum under section 103 of the Act.
- Unless the articles of the company require any specific person to be appointed as a Chairman for the meeting, the chairman of the meeting shall be appointed in the following way :
- If there are less than 50 members present in the meeting, the chairman shall be appointed in accordance with section 104
- In all other cases, the chairman shall be appointed by a poll conducted through e-voting system during the meeting.
- At least one independent director and the auditor or his authorized representative, who is qualified to be the auditor, shall attend such a meeting.
- A proxy is not allowed in case VC or OAVM, however in pursuance of section 112 and 113, representatives of the members may be appointed.
- Institutional investors must be encouraged to attend the meeting.
- The company shall provide a designated email address to all members at the time of sending the notice of meeting so that members can convey their vote, when poll is required to be taken during the meeting.
- The confidentiality of the password with the designated email shall be strictly maintained by the company.
- During the meeting, where 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.
- If 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.
- In case of counting of votes requires time, then meeting may be adjourned and called later to declare the result.
- The notice for the general meeting shall make disclosures with clear instructions on how to access and participate in the meeting along with the helpline number. A copy of the meeting should be displayed on the website.
- In case a notice for meeting has been served prior to this circular date, then the framework proposed in this meeting may be adopted.
- All resolutions passes in accordance with this mechanism shall be filed with the Registrar of Companies within 60days of the meeting.
The companies shall ensure that all other compliances associated with the provisions relating to general meetings are correctly made through electronic media.
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