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Holding of General Meetings in COVID-19 situation

CS Anupriya Saxena 
on 06 May 2020

LinkedIn


Due to the threat posed by COVID-19, Companies are facing many challenges in conducting their businesses. One such challenge is to take the approval of its members/shareholders on the matters required to be passed as an ordinary or special resolution under the provisions of Companies Act, 2013 and rules made thereunder. With the financial year ending on March 31, 2020, Companies are also due for calling their Annual General Meetings.

Companies Act, 2013 allows a Company to conduct a meeting of its Board of Directors through video conferencing or any other audiovisual mode but does not have any such provision for conducting General Meetings whether Extra-Ordinary General Meetings (EGM) or Annual General Meetings (AGM).

Since the rise of the situation, Ministry of Corporate Affairs has been constantly trying to provide various reliefs and relaxations to its stakeholders. One such relaxation came in form of conducting the General Meetings through Video Conferencing or other audio visual Mode.

So far Ministry of Corporate Affairs has issued three circulars in this regard. The first such circular came on April 08, 2020 (General Circular No. 14/2020) regarding clarification on passing of ordinary and special resolution at the Extra Ordinary General Meetings. General Circular No. 17/2020 dated April 13, 2020 bring forward more clarifications regarding sending of notices for calling EGMs. The latest circular was issued on May 05/2020.

Ministry of Corporate Affairs had also extended the time period to conduct the Annual General Meeting by the Companies whose financial year ended on December 31, 2019 by September 30, 2020 even if the gap between 2 AGMs is more than 15 months (Circular No. 18/2020, issued on April 21, 2020). Companies which are still unable to conduct meeting during the extended time period, may apply for the extension of the AGMs.

Holding of General Meetings in COVID-19 situation

By this series of Circulars, MCA has paved a way for the Companies to conduct EGMs and AGMs through Video Conferencing or any other audio visual mode during the calendar year 2020.

Summary of the various requirements to conduct members’ meeting through Video Conferencing or other audio visual mode:

    

In case of Extra Ordinary General Meetings

In case of Annual General Meetings

Applicability

  1. Any Company can conduct EGM through Video Conferencing or other audio visual mode
  1. Companies which are required to provide e-voting facility can conduct AGM through Video Conferencing or other audio visual mode
  2. Companies which do not require to provide e-voting facility can conduct AGM through Video Conferencing or other audio visual mode, only if, they have in its records, email ids of the at least ½ of its total number of members, who
  1. Nidhi Companies-hold shares of more than Rs. 1000/- in face value or 1% of the total paid up capital whichever is less
  2. Companies having share capital- representing not less than 75% of the paid up capital carrying which carries right to vote.
  3. Companies not having share capital-right to exercise not less than 75% of the total voting power exercisable at the meeting

Notice of the meeting

  1. To be sent via email ids registered with the Company or Depository Participants
  2. Contain clear instructions on how to access and participate in the meeting
  3. Helpline number for the shareholders
  4. Display on the website of the Company
  5. In case of the Companies which do not require to give e-voting facility, at the time of sending notice, Company shall include a designated email id to enable members to send their votes, in case of poll demanded during the meeting
  1. To be sent via email ids registered with the Company or Depository Participants
  2. Contain clear instructions on how to access and participate in the meeting
  3. Helpline number for the shareholders
  4. Display on the website of the Company
  5. In case of the Companies which do not require to give e-voting facility, at the time of sending notice, Company shall include a designated email id to enable members to send their votes, in case of poll demanded during the meeting

Content of public notice of the meeting, if applicable

  1. Date and time of EGM
  2. Statement that the EGM is being conducted in compliance with applicable provisions of the Companies Act read with General Circular no. 14/2020 and 17/2020
  3. Statement that the notice is available on the website of the Company
  4. Manner of casting of e-votes by the members holding shares in physical form or who have not registered their email ids with the Company
  5. Manner of getting the email ids registered with the Company
  6. In case company do not have email ids of all of its members, a statement shall be included that it intends to convene a general meeting and for said purpose it proposed to send notices to all its members by email
  7. Email id along with telephone number on which members may contact to get their email ids registered
  8. Any other relevant details
  1. Date and time of AGM
  2. Statement that the AGM is being conducted in compliance with applicable provisions of the Companies Act read with General Circulars issued in this regard
  3. Statement that the notice is available on the website of the Company
  4. Manner of casting of e-votes by the members holding shares in physical form or who have not registered their email ids with the Company
  5. Manner of getting the email ids registered with the Company
  6. Manner in which members can give mandate for receiving dividends
  7. In case company do not have email ids of all of its members, a statement shall be included that it intends to convene a general meeting and for said purpose it proposed to send notices to all its members by email
  8. Email id along with telephone number on which members may contact to get their email ids registered
  9. Any other relevant details

Time and venue of the Meeting

  1. Shall be scheduled in such a way that it is convenient for the persons in different time zones to attend the meeting
  2. The place mentioned in the notice of meeting will be considered as the venue of the meeting
  1. Shall be scheduled in such a way that it is convenient for the persons in different time zones to attend the meeting
  2. The place mentioned in the notice of meeting will be considered as the venue of the meeting

Matters to be dealt with at the meeting

  1. Businesses where any person has a right to be heard

Note: For items that can be approved through postal ballot as per the provisions of Companies Act, 2013, companies need not to hold an EGM.

  1. Ordinary Businesses
  2. Special Businesses which are considered unavoidable by the Board of Directors of the Company

Attendance at the meeting

  1. Joining period shall be at least 15 minutes before and after the start of meeting
  2.  Facility shall allow to at least 1000 members to join on first come first serve basis/500 members in case of Companies which are not required to provide e-voting facility
  3. Promoters, Large Shareholders, nominee Directors, KMPs, Institutional Investors, Auditors, Chairperson of the various committees may be allowed to attend the meeting without first come first serve basis
  1. Joining period shall be at least 15 minutes before and after the start of meeting
  2. Facility shall allow to at least 1000 members to join on first come first serve basis/500 members in case of Companies which are not required to provide e-voting facility
  3. Promoters, Large Shareholders, nominee Directors, KMPs, Institutional Investors, Auditors, Chairperson of the various committees may be allowed to attend the meeting without first come first serve basis

Appointment of Proxy 

  1. Not allowed
  2. Appointment of the representative of the non-individual shareholders are allowed  
  1. Not allowed
  2. Appointment of the representative of the non-individual shareholders are allowed

Appointment of the Chairman of the meeting

  1. As per Articles of Association of the Company
  2. If no such provision- Less than 50 members- as per the provisions of Section 104
  3. Other cases-by poll conducted through e-voting during the meeting
  4. For companies which do not require to give e-voting facility- by poll conducted during the meeting
  5. Chairman should mention in the meeting that feasible efforts have been made by the Company to enable the members to participate and vote at the meeting
  1. As per Articles of Association of the Company
  2. If no such provision- Less than 50 members- as per the provisions of Section 104
  3. Other cases-by poll conducted through e-voting during the meeting
  4. For companies which do not require to give e-voting facility- by poll conducted during the meeting
  5. Chairman should mention in the meeting that feasible efforts have been made by the Company to enable the members to participate and vote at the meeting

Voting facility, 

if required to be given under Companies Act, 2013

  1. Remote e-voting facility to be provided, before the actual date of the meeting
  2. Voting by e-voting or by show of hands be allowed for the members who have not casted their votes through remote e-voting, during the meeting
  1. Remote e-voting facility to be provided, before the actual date of the meeting
  2. Voting by e-voting or by show of hands be allowed for the members who have not casted their votes through remote e-voting, during the meeting

Recordings of the Meeting

  1. Recorded transcript shall be maintained in safe custody of the Company
  2. Public Companies shall make those recording available on their websites
  1. Recorded transcript shall be maintained in safe custody of the Company
  2. Public Companies shall make those recording available on their websites

Others

  1. Two- way teleconferencing or webex facility shall be provided
  2. Participants should be allowed to either pose questions concurrently or given time to submit questions in advance, via email
  3. Meeting may be adjourned for counting of the votes
  4. All other compliance like inspection of the documents, disclosure requirements, shall be complied with in electronic mode
  1. Two- way teleconferencing or webex facility shall be provided
  2. Participants should be allowed to either pose questions concurrently or given time to submit questions in advance, via email
  3. Meeting may be adjourned for counting of the votes
  4. Board’s Report, Auditor’s Report, any other documents required to be attached, shall be sent only through email to the entitled stakeholders
  5. All other compliance like inspection of the documents, disclosure requirements, shall be complied with in electronic mode
 
 

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