Clarification on - Extra Ordinary General Meeting - Series 589
Extra Ordinary General Meeting
Due to LockDown
As demanded by most corporate professional and compliance professionals, Ministry of Corporate Affairs ("MCA") has clarified the mode of conducting general meetings for corporates in the era of the outbreak of Coronavirus. This circular is for passing of resolution in general meeting which are of “Urgent Nature”.
Legally companies Act 2013 doesn’t specify any provisions for allowing the conduct of members’ meetings through video conferencing (VC) or other audio-visual means.
Now, MCA has issued a General Circular Circular No 14/2020 dated April 08, 2020 vide which Clarification on Passing Ordinary and Special Resolutions by Companies - on account of threat posed by Covid-19 has been issued.
B. Type of Meeting:
1. Whether Companies can hold AGM through VC as per requirement of above mentioned circular?
2. Whether company can pass resolution for ordinary business through this Circular?
C. Conditions for above facilities:
D. Filing of MGT-14:
A. Notice of Meeting:
3. Whether shareholders attending through VC or OAVM will count for quorum?
4. Whether Proxy can appoint if egm held through Video conferencing?
D. Recording of Meeting:
E. Participation of Members:
F. Other Points:
G. Voting Facility:
Remote e-voting: In case of Companies listed on stock exchange or having at-least 1000 members, remote e-voting facility shall be provided which shall remain open for not less than three days and shall close at 5.00 p.m. on the date of preceeding the date of the General Meeting.
Other Mode of Voting:
5. What is meaning of e-voting for companies other than Listed Companies?
ü The Meeting shall be chaired by person as specified in AOA
ü If AOA doesn’t provide for the same and
6. Whether Private Company can held EGM through VC or OAVM under this Circular?
7. Private Limited Company having 2-50 members required to provide e-voting facility?
6. In case of private limited company having website, is it mandatory to publish recording of Meeting?
Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at firstname.lastname@example.org). ‘
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