By Disha Jaggi

It is safe to say that 2020 has been an unusual year so far. Since it has been very difficult to conduct physical meetings due to safety purposes amidst COVID-19, meetings through video conferencing or other audio-visual means have been the need of the hour.

Here we discuss the conduct of General Meetings through Video Conferencing by Companies who are required to conduct e-voting or any Company which has provided the facility of e-voting.

The pertinent questions are as follows-

Which companies are eligible for E-voting?

Every company which has listed its equity shares on a recognized stock exchange and every company having not less than one thousand members shall provide to its members the facility to exercise their right to vote on resolutions proposed to be considered at a general meeting by electronic means

When is the last date to conduct Extra-Ordinary General Meeting?-

Ministry of Corporate Affairs vide its circular no 22/2020 dated 15th June 2020 has allowed Companies to conduct their Extra-Ordinary General Meeting through video conferencing or other audiovisual means up to 30th September 2020.

What are things to keep in mind while conducting the Extra-Ordinary General Meeting through video conferencing and other audiovisual means?

According to the Ministry of Corporate Affairs, General Circular No 14/2020 dated 8th April 2020, The following points are to kept in mind while conducting Extra-Ordinary General Meeting through video conferencing and other audiovisual means

• Proper transcript to be maintained-The recorded transcript of the meeting shall be maintained in safe custody by the Company and for a public company, the transcript would be as soon as possible be made available on the website.
• Notice-The notice of the meeting should have clear instructions regarding the participation and accessibility of the meeting. A copy of the notice shall be made available on the website and due intimation should be provided to the stock exchange. In case the notice is issued prior to the date of circulation, the framework proposed will be adopted in the meeting. If the consent of the members is obtained, a fresh notice of shorter duration with due disclosure according to circular can be issued subsequently
• Helpline number-The Company will provide a helpline number( through a registrar and transfer agent, a technology provider or otherwise) for those members who need assistance while using technology
• Capacity-A virtual meeting should allow two-way conferencing or Webex for ease of participation. It should have the capacity to at least accommodate 1000 persons on a first-come, first-serve basis. (The large shareholders are excluded from the count of first-come, first-serve basis)
• Joining-The Facility for joining the meeting shall be kept open at least 15 minutes before and shall not be closed until the expiry of 15 minutes after the meeting.
• Remote e-voting-Before the meeting, the facility of remote e-voting would be provided.
• Attendance -Attendance of members through video conferencing or other audiovisual means would be counted as the purpose of the quorum
• Chairman-Unless the articles provide otherwise, The chairman of the meeting where there are less than 50 members shall be appointed by the members personally present at the meeting. They shall elect one of themselves to be the Chairman on a show of hands. If the members exceed 50 in number, then the Chairman would be elected by a poll conducted through e-voting.
• Resolutions-All resolutions passed in the meeting shall be filed with the Registrar of Companies within 60 days of the meeting
• Independent Director-At least one independent director (where it is required to appoint one), auditor and authorized representative who is qualified to be the auditor shall attend such a meeting.
• Institutional Members-They should be encouraged to attend the meeting if they are members of the Company.
• The proxy-The facility of appointing a proxy would not be available a the meeting is going to held through video conferencing or another audio-visual means which makes it easier for members to attend, although representatives of members can be appointed.

When is the last date to conduct Annual General Meeting for Companies whose financial year(other than first ) is ending n 31st December 2019?

A Company whose financial year is ending on 31st December 2019 has to conduct an Annual General Meeting within 6 months from the year-end i.e 30th June 2020.

But due to the prevailing situation of COVID-19, The Ministry of Corporate Affairs vide it’s circular dated 21st April 2020 has allowed Companies whose Financial Year ended on 31st December 2019 to hold the meeting within 30th September 2020.

What are things to keep in mind while conducting the Annual General Meeting through video conferencing or other audiovisual means?

According to the Ministry of Corporate Affairs, General Circular No 20/2020 dated 5th May 2020, The following points are to kept in mind while conducting Annual General Meeting through video conferencing or other audiovisual means.

The points stated for conducting the Extra-Ordinary General Meeting virtually will apply to the Annual General Meeting as well. Additionally, the below points would also be Applied.

• Transacting only Unavoidable Special Business-Apart from ordinary Business, Only Unavoidable Special Business will be transacted in the meeting.
• Financial Statements in electronic Form – Financial statements shall be sent only by email to the members, trustees for the debenture holders of any debentures issued by the Company, and to all the other persons so entitled.
• Public Notice to be published-Before sending the notices and copies of the financial statements, etc. A public notice by way of the advertisement be published at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated and has a wide circulation in that district, and at least once in the English language in an English newspaper having a wide circulation in that district, preferably both newspapers having electronic editions and specifying in the advertisement the following information
• A statement that the AGM will be convened through Video Conferencing or Other Audio-Visual Means
• Date and time of AGM through Video Conferencing or other Audio -Visual means
• Availability of notice of the meeting on the website of the Company in case of the stock exchange
• The manner in which the members who are holding shares in physical form or who have not registered their email addresses with the company can cast their vote through remote e-voting or through the E-voting system during the meeting
• Dividend-In case the company is unable to pay the dividend to any shareholder by the electronic mode, due to the non-availability of the details of the bank account, the company shall upon normalization of the postal services, dispatch the dividend warrant cheque to such shareholder by post.
• Option to Participate virtually– If the Meeting is being held at the registered office of the Company after taking permission from authorities then the option to participate through video conferencing would be provided to the members. All members physically present and attending meeting virtually would be counted for quorum of the meeting

Virtual Meeting has been a boon in these difficult times of a pandemic for not only the Company but its members as well. It has paved a way for a more secure, reliable and innovative way of conducting meetings

For any query or requirement contact
Team Compliance Arena
info@compliancearena.in
8447773833