Video Conference and Audio-Visual Extra-ordinary General Meetings – II

Aliff FazelbhoySenior Partner, ALMT Legal, Advocates & Solicitors

In view of the pandemic COVID-19, the Ministry of Corporate Affairs (“MCA”), had issued circular no. 14/2020 (“Circular”) to facilitate companies to pass the ordinary and/or special resolutions through video conferencing (“VC”) or any other audio visual means (“OAVM”), to avoid convening of physical general meetings for urgent matters. The stakeholders made representations to the MCA expressing practical difficulties while implementing the Circular. Therefore, MCA has issued circular no. 17/2020 (“Additional Circular”) providing clarifications for such procedural difficulties.

The gist of the Additional Circular is set out below:

A – Companies required to provide e-voting facility under the Act or a company which has opted for such facility

1. Notice to the members may only be given via e-mails registered with the company/ depository participant/ depository.

2. While publishing the public notice under the Companies Act, 2013 informing the shareholders about the extra-ordinary general meeting (“EGM”), the companies shall disclose the following:
(i) The meeting will be held through VC in compliance with applicable provision of the Act, Circular and Additional Circular;
(ii) The date and time of the EGM through VC or OAVM;
(iv) Manner in which the shareholders (a) holding shares in physical form, or (b) who have not registered their e-mail, can vote through remote e-voting or through e-voting;
(v) Manner in which the shareholder (who have not registered their e-mail) can register with the company so as to receive notice on e-mail;

(vi) Any other detail that may be considered necessary by the company.

3. Before the start of the meeting the Chairman of the meeting is required to ensure that all efforts feasible under the circumstances are made by the company to enable all the shareholders to participate and vote.

4. The Circular provided for voting via show of hand, polls and e-voting. Now, the Additional Circular provides that the Chairman is only required to ensure that e-voting is available for voting during the meeting via VC or OAVM. This leeway is given to facilitate voting and overcome the requirement of show of hands and voting via poll. It is clarified that the rules pertaining to voting via electronic means, the Circular and the Additional Circular shall apply to items for voting via postal ballot, until 30th June 2020 or further notice, whichever is earlier.