• The Ministry of Corporate Affairs (MCA) is fully cognizant of the difficulties faced by the companies on account of the ongoing nationwide lockdown and social distancing due to COVID-19. 

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• Taking stock of the situation, the Ministry of Corporate Affairs (MCA) had earlier allowed all the Board Meetings, until June 30th to be conducted through Video Conferencing or other audio-visual means. In furtherance of the Government’s objective, the Ministry of Corporate Affairs (MCA) has issued a circular allowing companies to conduct and hold Extraordinary General Meeting (EGMs)/Shareholders’ meetings through Video Conferencing (VC) or other Audio Visual (AV) means. Further, highly simplified mechanisms for voting through registered e-mails have been put in place for easy compliance

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• Now let us discuss the steps for conducting Extraordinary General Meeting (EGMs)/Shareholders’ meetings through Video Conferencing where it is considered unavoidable on or before June 30th.

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• The Notice of the Extraordinary General Meeting (EGMs)/Shareholders’ meetings shall be sent to all the members of the company at least 21 days before the meeting or at shorter notice with the consent of all the members.

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• The notice must clearly specify the instructions on how to access and participate in the meeting. Also, the notice of the meeting shall be sent to the respective members’ email ID’s registered with the company along with the necessary attachments.  A copy of the notice shall be prominently displayed on the website of the company.

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• The company shall allow the facility for joining the meeting at least 15 minutes before the start time of the meeting. Also, the meeting shall not be closed until the expiry of 15 Minutes after the completion of the scheduled time for the meeting.

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• Attendance of members through VC or other AV means shall be counted for the purpose of the quorum. Notice of the meeting shall specify a designated email address of the company where they can convey their vote on any matter during the meeting. The members can cast their votes only by sending emails to the registered email address of the company or through a show of hands.

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Who can attend the Extraordinary General Meeting (EGMs)/Shareholders’ meetings?

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1. Large shareholders i.e shareholder holding 25% or more shareholding of the company

2. Promoters

3. Institutional Investors

4. Directors

5. Key Managerial Personnel

6. Chairpersons of the Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee of the Company

7. Auditors of the company

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Now let's discuss the points to be kept in mind-

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• The recording of the meeting conducted under unavoidable circumstances through VC or other AV means shall be recorded and the same shall be kept in the safe custody of the company. And in the case of a public company, the recorded transcript of the meeting shall be made available on the website of the company, if any. The convenience of all the persons in diff. time zones to be taken into account before scheduling the meeting. For easy participation of the members, a two-way tele-conferencing or Web ex facility should be provided.

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• The participants can post their questions concurrently or can submit their questions in advance on the email address of the company. The VC facility must have a capacity of at least 500 members or the members equal to the total number of members of the company, whichever is lower to participate on a first-come-first-served basis. The confidentiality of the password and other privacy issues associated with the designated email addresses should be directly maintained by the company. Few safeguards with respect to the authenticity of the email addresses and other details of the members shall also be taken by the company.

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• The company shall provide a helpline number through the registrar and transfer agent or technology provider for those who require assistance for using the technology before or during the meeting. In case the notice of the meeting has been served before April 8th, 2020, the company can call an Extraordinary General Meeting (EGMs)/Shareholders’ meetings through VC or other AV means after taking necessary approval from the members of the company.

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• The company must ensure to comply with the provisions relating to the general meeting and Articles of Association before conducting the Extraordinary General Meeting (EGMs)/Shareholders’ meetings through electronic mode. Since the general meetings will be held through VC or other AV means where physical attendance of the members, in any case, has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by members will not be available for such meetings except in such case of a body corporate, president and Govt. of India as a shareholder.

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• All the resolutions passed in the meeting shall be filed with the Registrar of Companies within 60 days of the meeting indicating that the mechanism provided herein along with the provisions of the Companies Act, 2013 have been complied with during the meeting.