MCA clarification on manner & mode of issue of notice for conducting general meetings
April 14, 2020
Following its circular dated 8 April 2020 allowing listed companies and companies with 1,000 shareholders to conduct EGM through VC/ OAVM and e-Voting. The MCA has . clarified with respect to issue of notices to members for such meetings by using only electronic means including registered email addresses of members, in view of the difficulties in sending such notices through postal services on account of the COVID-19 related lockdown and social distancing requirements:
For companies that are required to provide e-voting under the Act and companies who have opted for e-voting, for purposes of a general meeting, notices may be given only through emails registered with the company of the depository. The public notice must specify the manner in which 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. The relevant companies are required to facilitate registration of email addresses of the members who have not done so and make suitable disclosure in this regard at the time of issue of public notice in the newspapers.
For companies which are not required to provide e-voting facility to their members, a similar framework for giving notice as mentioned above has been specified.
In place of voting by a show of hands, the Chairman of the meetings shall ensure that e-voting facility is available for voting at the meeting conducted through VC/OAVM.
For Companies that would have transacted business only through postal ballot without convening a general meeting, it is provided that the relevant provisions of the Companies (Management and Administration) Rules 2014 with regard to voting by electronic means and the e-voting framework provided in MCA’s circular dated 8 April 2020 as also the present circular will apply mutatis mutandis.
Where a poll on any item is required in respect of companies not required to give e-voting facility, such polling will take place during the meeting (and not prior thereto) by members conveying their assent or dissent only at the stage that the item is considered in the meeting by sending an email to the designated email address of the company as informed in the notice.
To refer to the MCA circular dated 13 April 2020, click here.
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