Category Archives: Meeting

FAQ CONDUCTING EXTRA ORDINARY GENERAL MEETING THROUGH VIDEO CONFERENCING OR OTHER AUDIO VISUAL MEANS

FAQ

CONDUCTING EXTRAORDINARY GENERAL MEETING THROUGH VIDEO CONFERENCING OR OTHER AUDIO VISUAL MEANS

This procedure/rule applies on any EGM of unavoidable nature conducted till 30.06.2020.

Through Video conferencing (VC) or Audio visual means (OVAM).

Not applicable on Annual general meeting, All the items of ordinary business and items where any person has a right to be heard.

All the meetings of urgent nature conducted before 30/06/2020.

NO, such a facility can be availed by those companies also on which Sec. 108 and 110 is not applicable.

applicable on all companies such as Listed, Private, Public, Small etc.

Along with meeting all disclosures, inspection of related documents by members, or authorizations for voting by bodies corporate etc. as provided in the Act and the articles of association of the company are made through electronic mode

The procedure divided into two types of companies:- (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 (B) For Companies which are not required to provide the facility of e-voting under the Act

1. Meeting shall be recorded and the transcript, Recordings of such meeting shall be kept in the safe custody of company.
2. In case of public company having website then such transcripts need to make available on that website also.

Note: no requirement to publish the recorded transcript by private company.

1. Must allows two-way teleconferencing or WebEx for ease of participation
2. Facility to participants to pose questions concurrently or given time to submit their questions in advance in the e-mail address.
3. CAPACITY:
a. FOR PART A COMPANY: Such facility must have a capacity to allow at least 1000 members to participate on first come first serve basis.
b. FOR PART B COMPANY: Such facility must have a capacity to allow at least 500 members or members equal to the total number of members of the Company (whichever is lower) to participate on first come first serve basis.

The large shareholders (i.e., shareholders holding 2% or more shareholdings), promoters, institutional investors, directors, key managerial personnel, the chairpersons of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, auditors etc. may be allowed to attend the meeting without restriction on account of first come first serve basis.

Facility for join the meeting shall be open at least 15 minute before the time to start meeting and shall be open till 15 minute after the expiry of schedule time.

Yes, and the quorum will be counted as per section 103 of companies Act, 2013.

1. Only those members, who are present in the meeting through VC or OAVM facility and have not cast their vote on resolutions through remote e-voting and are otherwise not barred from doing so, shall be allowed to vote through e-voting system or by a show of hands in the meeting.
2. Before the actual date of the meeting, the facility of remote e-voting shall be provided in accordance with the act and the rules.

1. The Company shall provide a designated e-mail address to all members at the time of sending the notice of meeting so that the members can convey their vote, when a poll is required to be taken during the meeting on any resolution, at such designated email address.
2. During the meeting held through VC or OAVM facilities, where a poll on any item is required, the members shall cast their vote on the resolutions only by sending emails through their email address which are registered with the company. The said email shall only be sent to the designated email address circulated by the company in advance.
3. The confidentiality of the password and other privacy issues associated with the designated e-mails shall be strictly maintained by the company at all times. Due safeguards with regards to authenticity of email address(as) and other details shall be taken by the company.

1. If prescribed in the AOA then as per article.
2. If not prescribed, then:-
a. where there are less than 50 members present at the meeting, the Chairman shall be appointed in accordance with Section 104;
b. in all other cases, the Chairman shall be appointed by a poll through E-voting

1. If prescribed in the AOA then as per article.
2. If not prescribed, then:-
a. where there are less than 50 members present at the meeting, the Chairman shall be appointed in accordance with Section 104;
b. in all other cases, the Chairman shall be appointed by a poll conducted through Email as procedure followed for voting by poll.

NO, Proxy is not allowed to appoint in such meeting. However AR can be appointed for such meeting as per requirements.

1. The Chairman of the meeting must ensure that the facility of e-voting system is available for the purpose of conducting a poll during the meeting
2. Voting manner depends on the number of members present in such meeting, :-
a. where there are less than 50 members present at the meeting, the voting may be conducted either through the e-voting system or by a show of hands, unless a demand for poll is made in accordance with section 5109 of the Act,
b. Once poll demanded the voting shall be conducted through the e-voting system;
c. In all other cases, the voting shall be conducted through e-voting system

1. Where less than 50 members are present in a meeting, the chairman may decide to conduct a vote by show of hands, unless a demand for poll is made
2. Once such demand is made, the procedures of voting through designated e-mail by the members on provided e-mail ID of the Company is to be followed.
3. In case the counting of votes requires time, the said meeting may be adjourned and called later to declare the result.
4. In other cases procedures of voting through designated e-mail by the members on provided e-mail ID of the Company

IT is compulsory For at least one independent director (if appointed), and the auditor or his authorized representative, who is qualified to be the auditor.

If II is members they are encouraged to attend the meeting and cast votes.

1. The notice for the general meeting shall make disclosures with regard to the manner in which framework provided in this Circular shall be available for use by the members and
2. It Also contain clear instructions on how to access and participate in the meeting.
3. The Company shall also provide a helpline number through the registrar & transfer agent, technology provider, or otherwise, for those shareholders who need assistance with using the technology before or during the meeting. (FOR PART A COMPANY).
4. Company must provide Email address in the notice so that member can send their vote in case of voting done through poll. (FOR PART B company)
5. A copy of the meeting notice shall also be prominently displayed on the website of the company and due intimation may be made to the exchanges in case of a listed company

The company can adopt such circular by taking approval of members as per sec 101 of company act, 2013

All companies need to inform to ROC within 60 days of meeting.