Tuesday, May 19, 2020

Method for Online Board Meetings & General Meetings up to 30th Sep 2020

The Ministry of Corporate Affairs (MCA) has issued a clarification on passing of ordinary and special resolutions by companies during the Covid-19 outbreak, and on holding all Board Meetings as well as General Meetings (EGM/AGM) through online mode i.e. through Video Conferencing (VC) or Other Audio Video Mode (OAVM).

It issued two General Circulars No.14/2020 dated 8th April and 17/2020 dated 13th April, 2020 respectively. A brief on the same is as under. Kindly refer to the notifications for a detailed read. The relief was extended to holding of AGMs too, as per MCA Circular issued on 5th May, 2020.

The following procedure should be adopted for conducting BM/GM till 30th June 2020 (extended to 30th September 2020 vide Circular No. 22/2020 dated 15-Jun-20).

Companies Requiring E-Voting

Two Way Discussion: Provision should be made for two-way conferencing with facility to pose questions and participation by at least 1000 members (in case e-voting is allowed) on first come first served basis. Besides this, the promoters, chairman of audit committee nomination and remuneration committee, stakeholders’ relationship committee institutional investors, directors, auditors should be allowed to join.

Time Zone: While fixing the time of the GM, different time zones in which the members may be living shall be kept in mind. The meeting should happen during normal business hours of 9 am to 6 pm.

Instructions in Notice & Helpline: Notice shall provide instructions on how to participate in the meeting and also provide a helpline number.

Joining Time: The facility for joining the meeting shall remain open for at least 15 minutes before and after the starting time.

Attendance & Quorum: Presence of members through VC/OVCM to be counted.

Proxy: Appointment of proxies shall not be allowed.

Chairman: Appointed person as named in the Articles of Association. In other cases, if less than 50 members present, Chairman shall be appointed as per the provisions of the Act, otherwise, Chairman shall be appointed by a poll.

E-Voting: Facility of remote e-voting should be provided before the date of the meeting. Those members who are present at the e-meeting and have not cast their vote on resolutions through remote e-voting or those who are not barred, shall be allowed to vote.

Voting Facility: Chairman shall ensure that the facility of e-voting is available for purpose of conducting poll at the meeting. In case of less than 50 members, by way of e-voting/show of hands/ poll, and in other cases by way of e-voting.

Maintain Transcript: The transcript of the GM through VC/OAVM shall be kept in safe custody. It shall be uploaded on the website in case of a public company.

Filing of Resolutions: All resolutions passed shall be filed within 60 days of the meeting with the MCA in the prescribed form.

Companies Not Requiring E-Voting

Two Way Discussion: Provision should be made for two-way conferencing with facility to pose questions and participation by at least 500 members on first come first served basis.

Voting by E Mail: Vote can be cast by sending email on the designated email ID mentioned in the Notice. The confidentiality of password and due safeguards with regard to authenticity of email address shall be maintained by the company to ensure absolute transparent and honest governance.

Voting by Show of Hands: For less than 50 members present, voting can be by show of hands.

Remote E-Voting Not Necessary: Facility of remote e-voting before the meeting shall not be required.

All other conditions remain the same as mentioned above for E-Voting.

Our Suggestions on Software Requirements

Video Conferencing: You may try software products such as Zoom, Skype, Google Hangouts, Google Meet. We would recommend you keep an audio-video recording of the meeting along with the transcript. Also, put password login restrictions in these meetings to ensure entry by invite and legitimate access only.

Voting: You may also try voting by creating a poll through Google Forms.