FAQ ON MCA RELAXATION FOR CONDUCTING EGM THROUGH VIDEO CONFERENCING OR OTHER AUDIO VISUAL MEANS

Manish Santosh Buchasia Manish Santosh Buchasia Apr 12, 2020 2035 0



 

 

SN QUESTION ANSWER
1 These provision applicable on which type of meeting? This procedure/rule applies on any EGM of unavoidable nature conducted till 30.06.2020.
2 How can such meeting will be conducted ? Through Video conferencing (VC) or Audio visual means (OVAM).
3 On which type of meeting and resolution it is not applicable ? Not applicable on Annual general meeting, All the items of ordinary business and items where any person has a right to be heard.
4 Time limit up to which these provisions are applicable ? All the meetings of urgent nature conducted before 30/06/2020.
5 Whether this provision can be facilitates for companies o which Sec 108 (voting by electronic means) or Section 110 (postal ballot) is applicable ? NO, such facility can be availed by those companies also on which Sec. 108 and 110 is not applicable. 
6 Companies on which such provision are applicable?  applicable on all companies such as Listed, Private, Public, Small etc.
7 What kind of documents always need to make available through electronic means by company? Along with meeting all disclosures, inspection of related documents by members, or authorizations for voting by bodies corporate etc. as provided in the Act and the articles of association of the company are made through electronic mode
8 How much kind of procedure provided in conducting of EGM through means? The procedure divided into two types of companies:- (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 (B) For Companies which are not required to provide the facility of e-voting under the Act
9 Whether and how records of conducted EGMs THROUGH VC or OAVM will be kept?  1. Meeting shall be recorded and the transcript, Recordings of such meeting shall be kept in the safe custody of company.
2. In case of public company having website then such transcripts need to make available on that website also.

Note: no requirement to publish the recorded transcript by private company.
10 What kind of facility must be provided in VC OR OAVM? 1. Must allows two-way teleconferencing or WebEx for ease of participation
2. Facility to participants to pose questions concurrently or given time to submit their questions in advance in the e-mail address.
3. CAPACITY:
a. FOR PART A COMPANY: Such facility must have a capacity to allow at least 1000 members to participate on first come first serve basis.
b. FOR PART B 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 first come first serve basis.
11 Who are excluded from first come first serve basis ? The large shareholders (i.e., shareholders holding 2% or more shareholdings), promoters, institutional investors, directors, key managerial personnel, the chairpersons of 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 serve basis.
12 What is the time limit of joining the meeting ? Facility for join the meeting shall be open at least 15 minute before the time to start meeting and shall be open till 15 minute after the expiry of schedule time.
13 is member participate through VC or OVAM counted in Quorum ? Yes, and the quorum will be counted as per section 103 of companies Act, 2013.
14 Who and how will voting done in meeting  for those company in which E-voting facility is available? 1. 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.
2. Before the actual date of the meeting, the facility of remote e-voting shall be provided in accordance with the act and the rules.
15 Who and how will voting done in meeting  for those company in which E-voting facility is not available? 1. The Company shall provide a designated e-mail 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.
2. During the meeting held through VC or OAVM facilities, where a poll on any item is required, the members shall cast their vote on the resolutions only by sending emails through their email address which are registered with the company. The said email shall only be sent to the designated email address circulated by the company in advance.
3. The confidentiality of the password and other privacy issues associated with the designated e-mails shall be strictly maintained by the company at all times. Due safeguards with regards to authenticity of email address(as) and other details shall be taken by the company.
16 How the chairman of meeting will be appointed for part A companies? 1. If prescribed in the AOA then as per article.
2. If not prescribed, then:-
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 through E-voting
17 How the chairman of meeting will be appointed for part B companies? 1. If prescribed in the AOA then as per article.
2. If not prescribed, then:-
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 through Email as procedure followed for voting by poll.
18 Whether proxy or Authorized representative can be appointed for attending and voting in meeting through VC or OAVM? NO, Proxy is not allowed to appoint in such meeting. However AR can be appointed for such meeting as per requirements.
19 How and in which manner voting will be conducted for PART A COMPANY?  1. The Chairman of the meeting must ensure that the facility of e-voting system is available for the purpose of conducting a poll during the meeting
2. Voting manner depends on the number of members present in such meeting, :-
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 5109 of the Act,
b. Once poll demanded the voting shall be conducted through the e-voting system;
c. In all other cases, the voting shall be conducted through e-voting system
20 How and in which manner voting will be conducted for PART B COMPANY?  1. 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
2. Once such demand is made, the procedures of voting through designated e-mail by the members on provided e-mail ID of the Company is to be followed.
3. In case the counting of votes requires time, the said meeting may be adjourned and called later to declare the result.
4. In other cases procedures of voting through designated e-mail by the members on provided  e-mail ID of the Company
21 For which persons such meeting is compulsory to attend?  IT is compulsory For at least one independent director (if appointed), and the auditor or his authorized representative, who is qualified to be the auditor.
22 Is there special requirements for Institutional investors (II)?  If II is members they are encouraged to attend the meeting and cast votes.
23 HOW notice of general meeting served and what details needs in this notice?  1. 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
2. It Also contain clear instructions on how to access and participate in the meeting.
3. 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. (FOR PART A COMPANY).
4. Company must provide Email address in the notice so that member can send their vote in case of voting done through poll. (FOR PART B company)
5. 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
24 can company issue shorter notice for those notice which was served before that circular date? The company can adopt such circular by taking approval of members as per sec 101 of company act, 2013
25 Whether intimation to ROC is required to made for such meeting?  All companies need to inform to ROC within 60 days of meeting.
26 Link of the circular http://www.mca.gov.in/Ministry/pdf/Circular14_08042020.pdf

 






 

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