IN FURTHERANCE OF GENERAL CIRCULAR
ISSUED ON 08TH APRIL 2020 VIDE NO 14/2020, MINISTRY OF CORPORATE
AFFAIRS, GOVERNMENT OF INDIA, HAS ISSUED GENERAL CIRCULAR VIDE NO 17/2020 ON 13.04.2020
TO CLARIFY ON MANNER AND MODE OF ISSUE OF NOTICES TO THE MEMBERS BEFORE
CONVENING THE GENERAL MEETING:
The said circular is issued by
the Ministry after taking in view of requests raised by various stakeholders for
serving and receiving notices or responses by post in current circumstances. Further
with a view to greater clarity on the modalities to be followed by companies for
conduct of EGMs during the covid-19 related social distancing norms and
lockdown for the period as indicated in said circular or till further orders,
which ever is earlier, the following clarifications are hereby given:
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:
|
S.No.
|
Particulars
|
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.
|
Mode of issue of Notice
|
In accordance with the provisions of rule 18 of
the Companies (Management and Administration) Rules, 2014, the notices may be
given only through Emails Registered with the Company or with
the depository participant/ depository.
|
|
2.
|
Matters to be stated in Notice while
publishing
|
While publishing the public notice as required
under Rule 20(4)(v) of the rules, the following matters shall also be
stated :
|
|
2(i) Statement for Compliance
|
A statement that EGM has been convened
through VC or OAVM in compliance with applicable provisions of the Act read
with General Circular 14/2020, dated 08th April, 2020 and this
circular;
|
|
|
2(ii) Date & Time of EGM
|
The date and time of the EGM through VC or
OAVM;
|
|
|
2(iii) Availability of Notice
|
Availability of notice of the meeting on
the website of the company and the stock exchange;
|
|
|
2(iv) manner of voting, if email id is not
registered
|
The manner of voting whether through remote
e-voting or through e-voting during the meeting for those members who are
holding shares in physical mode or who have not registered their email id
with the company.
|
|
|
2(v) manner of registration of email id
|
The manner how to get registered email ids of
members, if their email ids are not registered.
|
|
|
2(vi) Any other detail
|
Any other detail considered necessary by the
company
|
|
|
3
|
Chairman’s Duty
|
Chairman shall satisfy himself that company has
made all feasible efforts to enable members to participate and vote.
|
|
4
|
Substitution of Para IX of Original Circular
14/2020 dated 08.04.2020
|
The chairman present at the meeting shall ensure
that the facility of e-voting systems is available for the purpose of voting
during the meeting held through VC or OAVM.
Note: In previous circular 14/2020 dated
08.04.2020 companies were allowed to record voting during the meeting either
by e-voting or by show of hands if poll is not asked. Now to remove
dissimilarities, voting through show of hands is removed.
|
B. FOR COMPANIES WHICH ARE NOT REQUIRED TO PROVIDE THE FACILITY OF
E-VOTING UNDER THE ACT.
|
S.No.
|
Particulars
|
For companies which are not required to
provide the facility of e-voting under the Act.
|
|
1.
|
Mode of issue of Notice
|
In accordance with the provisions of rule 18 of
the Companies (Management and Administration) Rules, 2014, the notices may be
given only through Emails Registered with the Company or with
the depository participant/ depository.
|
|
2.
|
Copy of Notice
|
Copy of notice shall also be prominently
displayed on the website, if any, of the company.
|
|
3.
|
Efforts to be made by the company
3(i) Contact all members whose email addresses
are not registered to enable them to register email id
|
Contact all those members whose email addresses
are not registered with the company over telephone or any other mode for
registration of their e-mail addresses before sending the notice of meeting.
|
|
3(ii) Publish Newspaper advertisement, if
contact details of any of the member could not be arranged.
|
Where contact details of any of members are not
available with the company or could not be obtained as per (i) above then
company shall publish notice at least once in vernacular language in a
vernacular newspaper and at least once in English language in an English
Newspaper having wide circulation in that district where registered office is
situated, preferably both newspapers having electronic editions.
|
|
|
3(iii) Information to be given in public
advertisements in Newspapers
|
That the company intends to convene a general
meeting in compliance with applicable provisions of the Act read with the
General Circular No 14/2020, dated 8th April, 2020 and this
circular, and for the said purpose it proposes to send notices to all its
members by e-mail after, at least 3, days from the date of publication of the
public notice.
Note: A statement to be made in advertisement
by the company in News Paper that the company intends to hold meeting in
compliance with the circular 14/2020 and notices on email ids of members
shall be circulated at least after 3 days of publication of this
advertisement.
|
|
|
4
|
Chairman’s Duty
|
Chairman shall satisfy himself that company has
made all feasible efforts to enable members to participate and vote.
|
|
5
|
If poll is asked on any item, whether emails
by members are required to be sent in advance before the meeting or during
the meeting?
|
It is clarified by the ministry that sub para
B-XII of Para 3 of the circular 14/2020 dated 08.04.2020 does not provide for
polling by members at any time before the general meeting. The poll will take
place during the meeting, and the members may convey their assent or dissent
only at such stage on items considered in the meeting by sending emails to
the designated email address of the company, which was circulated by the
company in the notice sent to the members.
Note: PARA 3B (XIII) and 3B (XII) of circular
14/2020 are required to be read together where the provision was given that
if poll is asked on any item, members who are attending the meeting shall
send emails for their assent or dissents on designated email id of the
company, which was given in the notice.
|
C. PASSING OF CERTAIN ITEMS
ONLY THROUGH POSTAL BALLOT WITHOUT CONVENING A GENERAL MEETING:
In circular 14/2020, dated
14.01.2020, Ministry has given relaxation to pass certain resolutions to pass
through Postal Ballot or E-voting without holding General Meeting.
Clarifications have been sought
on the issue of dispatch of notices by companies by post and communication by the
members of their assent or dissent on relevant resolutions by post under the
current circumstances.
The Ministry has invited
attention to rule 22(15) of the rules which provides that provisions of the
rule 20 regarding voting by electronics means shall apply, as far as
applicable, mutatis mutandis to this rule in respect of the voting by electronic
means. Therefore, for companies covered in PARA- 3A of the Circular No 14/2020,
dated 8th April, 2020, while they are transacting any item only by
postal ballot, up to 30th June, 2020 or till further orders, which
ever is earlier, the requirements provided in rule 20 of the rules as well as
the framework provided in the Circular 14/2020, dated 08th April,
2020 and this circular would be applicable mutatis mutandis.
That means Companies covered in
PARA-3A of the Circular 14/2020, dated 08th April, 2020 i.e. Companies
which are required to provide the facility of e-voting under the act, or any
other company which has opted for such facility:
i. would send notice by email to all it’s
shareholders who have registered their email addresses with the company or depository
participants/depository.
ii. are duty bound to provide a process of
registration of e-mail addresses of members and state so in its public notice.
iii. The communication of the assent or dissent
of the members would only take place through the remove e-voting system, as no
meeting will be required to be called.
NOTE: FOR BETTER UNDERSTANDING
OF CIRCULAR TO ALL READERS, CERTAIN MODIFICATIONS ARE MADE TO PRESENT THE
CIRCULAR. THE PURPOSE OF THIS ARTICLE IS KNOWLEDGE SHARING ONLY AND REQUEST TO
AVOID ANY OPINION AND PROFESSIONAL SERVICE BASED ON THIS CIRCULAR.
Regards
CS Shivam Rastogi
Immediate Past Chairman,
Noida Chapter of NIRC of the ICSI
Managing Partner,
SVR & Co. - Company Secretaries
+91 7827984434 | csshivam@svrcindia.com
www.csshivamrastogi.com
Comments
Post a Comment