Passing Ordinary And Special Resolutions By Companies During Covid- 19

S. No.

Particulars

For Companies which are allowed to provide facility of e-voting under the Act or any other Company which has opted for such facility

For Companies which are not required to provide the facility of e-voting under the Act

1.

Mode of conducting EGM

• EGM may be held through VC or OAVM;
• Recorded transcript of meeting to be maintained in safe custody;
• Public companies to publish recorded transcript on Company’s website at the earliest.
• Convenience of members in different time zones to be taken care of while scheduling meeting.

• EGM may be held through VC or OAVM;
• Recorded transcript of meeting to be maintained in safe custody;
• Public companies to publish recorded transcript on Company’s website at the earliest.
• Convenience of members in different time zones to be taken care of while scheduling meeting.

2.

Prerequisites

• Such meeting through VC or OAVM facility allows two way teleconferencing or webex;

• Such meeting through VC or OAVM facility allows two way teleconferencing or webex;

• Participants can ask questions at such meetings or given time to submit in advance on e-mail address of Company;

• Participants can ask questions at such meetings or given time to submit in advance on e-mail address of Company;

• Facility shall have capacity to allow atleast 1000 members to participate on first-come-first-served basis;

• Such facility shall have capacity to allow atleast 500 members or members equal to total number of members of Company, whichever is lower, to participate on first-come-first-served basis;

• Large Shareholders (holding >= 2%), promoters, directors, KMP, chairperson of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, auditors, etc may be allowed to attend meeting without restriction;

• Shareholders holding 2% or more, promoters, directors, KMP, chairperson of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, auditors, etc may be allowed to attend meeting without restriction;

• Facility for joining meeting shall be-kept open– atleast 15 minutes before time scheduled; and shall remain open– till expiry of 15 minutes after scheduled time;

• Facility for joining meeting shall be-

Kept open– atleast 15 minutes before time scheduled; and

Shall remain open– till expiry of 15 minutes after scheduled time;

• Facility of remote e-voting shall be provided before actual date of meeting in accordance with law.

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3.

Quorum of the meeting

• Attendance o members through VC  or OAVM to be counted for reckoning quorum

4.

Notice of said General Meeting

• To contain disclosure of manner of conducting said meeting along with instruction on how to access and participate;

• shall contain disclosure of manner of conducting said meeting along with instruction on how to access and participate;

• To provide helpline number through RTA or technology provider;

• shall provide helpline number through RTA or technology provider;

• To be displayed on website of the Company and due intimation may be made to exchanges in case of listed Company;

• copy of the notice of said meeting shall also be displayed on website of the Company;

• Where notice for meeting served prior to this circular– post obtaining the consent from members in accordance with Section 101, Company may adopt the framework proposed in this Circular and fresh notice of shorter duration with due disclosures shall be issued

• In case notice for said meeting served prior to this circular– post obtaining the consent from members in accordance with Section 101, Company may adopt the framework proposed in this Circular and fresh notice of shorter duration with due disclosures shall be issued

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• provide designated e-mail address in the notice so that members can convey their vote, when a poll is required to be taken during meeting on any resolution;
• confidentiality of the password of above mentioned e-mail address shall be strictly maintained;

5.

Attendance

Attendance shall be counted for reckoning quorum under Section 103 of the Act

Attendance shall be counted for reckoning quorum under Section 103 of the Act

6.

Voting/ Poll

Only present members who have not voted thorough remote e-voting can cast their vote through e-voting or by show of hands.

Where a poll is required, members shall cast their vote only by sending emails through their registers e-mail addresses at designated e-mail addresses provided in the Notice

7.

Election of Chairman

• As mentioned in Articles of Company;
• If members present are less than 50– Chairman shall be elected pursuant to provision of Section 104 of the Act;
• In all other cases– election by poll conducted through e-voting system during meeting

• As mentioned in Articles of Company;
• If members present are less than 50– Chairman shall be elected pursuant to provision of Section 104 of the Act;
• In all other cases– by poll conducted in manner provided below

8.

Responsibilities of Chairman

Ensure that facility of e-voting is available for conducting poll during such meeting

NA, as there is no voting.

9.

Manner of conducting voting

• If there are less than 50 members: either through e-voting system or by show of hands unless demand for poll is made in accordance with Section 109 of the Act; and
• In all other cases: through e-voting

• Where less than 50 members are present– Chairman may decide to conduct vote by show of hands unless demand for poll is made members; and
• In case counting of votes required time– the said meeting may be adjourned and called later to declare results.

10.

Appointment of Proxy- Section 105 of the Act

Not available for said meeting. However, Representatives of members may be appointed for voting through remote e-voting or for participation and voting in the meeting

Not available for said meeting. However, Representatives of members may be appointed for voting through remote e-voting or for participation and voting in the meeting

11.

Independent Director

Where Company is required to appoint Independent Directors, atleast one independent director shall attend.

Where Company is required to appoint Independent Directors, atleast one independent director shall attend.

12.

Auditors

Auditors or his authorized representatives shall attend said meeting

Auditors or his authorized representatives shall attend said meeting

13.

Where Institutional Investors are the members

They must be encouraged to attend and vote through VC or OAVM

They must be encouraged to attend and vote through VC or OAVM

14.

Filing with Registrar of Companies

All resolutions passed in said meeting shall be filed within 60 days of meeting clearly indicating that mechanism provided in this circular alongwith provision of Act were duly complied

All resolutions passed in said meeting shall be filed within 60 days of meeting clearly indicating that mechanism provided in this circular alongwith provision of Act were duly complied