Clarification on notice of EGM

CLARIFICATION ON PASSING OF ORDINARY AND SPECIAL RESOLUTIONS BY COMPANIES UNDER THE COMPANIES ACT, 2013.

The Ministry of Corporate Affairs (MCA) vide its circular no. 17/2020 dated April 13, 2020 has provided further clarification in continuation to the earlier circular dated April 08, 2020 in respect of manner and mode of issue of notices to the members before conveying of extra-ordinary general meeting through video conferencing (VC) or any other audio-visual means (OAVM).

MANNER AND MODE OF ISSUE OF NOTICES TO THE MEMBERS BEFORE CONVENING THE EXTRA-ORDINARY GENERAL MEETING:

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-

1. Notice of the meeting can be sent by the company to all members only through the emails registered with the company or with the depository participant/ depository.

2. Every company which requires publishing the public notice as per the rule 20(4)(v) of Companies (Management and Administration) Rules, 2014 shall also state the following matters in the public notice:

• A statement that the EGM has been convened through VC or OAVM as per the circular issued by MCA dated April 08, 2020.
• Date and time of EGM.
• Availability of notice of meeting on the website of company and stock exchange.
• The manner of voting for the members who are holding shares in physical form and who have not registered their email id with the company can vote through remote e-voting or e-voting system.
• The matter of registration of email id with the company for those who have not registered their email id.
• Any other detail considered necessary by the company.

3. The Chairperson of the meeting shall ensure and record that all the efforts feasible under the circumstances have been made by the company to enable members to participate and vote in the meeting.

B. For companies which are not required to provide the facility of e-voting under the Act-

1. Notice of the meeting can be send by the company to all members only through the emails registered with the company or with the depository participant/ depository.

2. A copy of notice shall also be displayed on the website of company, if any.

3. The company shall ensure that all the members are aware regarding the convening of EGM as per the MCA circular dated April 08, 2020. In order to ensure the same, the company shall:

• contact to all the members over telephone whose email addresses are not registered with the company before the sending the notice.
• In case contact details of members are not available, then company shall publish the same in at least one vernacular newspaper and one english newspaper having vide circulation in the district where registered office of the company is situated. The company should ensure that the newspapers having electronic edition and advertise the following information:
• The intention of company to convey the EGM as per the MCA circular dated April 08, 2020.
• The details of email address along with a telephone number on which members may contact for getting their email addresses registered.

4. The Chairperson of the meeting shall ensure and record that all the efforts feasible under the circumstances have been made by the company to enable members to participate and vote in the meeting

C. MCA considered the dissimilarities involved in e-voting and voting by show of hands

Hence, the MCA has substituted the clause of voting by show of hands as mentioned in circular no. 14/2020 dated April 08, 2020 with the below mentioned clause:

“The Chairperson 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.”

In other words, the requirement of voting by show of hands are done away with and only e-voting system is available for the purpose of voting during the meeting held through VC or OAVM.

The link of the amendment is as follows :

http://www.mca.gov.in/Ministry/pdf/Circular17_13042020.pdf

Please feel free to revert on below mentioned email ids in case you need any further clarification or information.

Nidhi Singh at nidhi.singh@ibadvisors.co or Tripti Sharma at tripti.sharma@ibadvisors.co