The Ministry of Corporate Affairs on 8th April 2020 has issued a Circular allowing companies to hold Extraordinary General Meetings (EGMs) through video conferencing (VC) or other audio-visual means (OAVM), complemented with e-voting facility or voting through registered emails.
The MCA in its earlier notification dated 19th March 2020 has allowed all meetings of the Board of directors up to 30th June 2020, to be conducted through Video Conferencing (VC) or other audiovisual means (OAVM) including meetings on items where the physical presence of directors is otherwise required.
In furtherance of the Government’s objective of facilitating corporate compliances during the current lockdown period and other restrictions on account of COVID 19, the Ministry through this circular has allowed companies to hold Extraordinary General Meetings. ‘Unavoidable’ extraordinary general meetings (EGMs) need to be held through video-conferencing (VCs) and a transcript of the proceedings would need to be maintained by the company. Such VCs would need to have a capacity to allow at least 1000 members to participate
Some of the important members who can be a part of EGM even if they are not the first to login includes – promoters, institutional investors, directors, key managerial personnel, auditors among others. Companies will be able to hold meetings for matters such as approval of financial statements, books of accounts, approval of the board’s report and approval of matters relating to mergers and restructuring.
Further, all resolutions passed through this framework will be required to filed with the RoC within 60 days, so that such resolutions may be viewed publicly. Other safeguards have also been included in the Circular to ensure transparency, accountability, and protection of interests of investors.
However, this relaxation is not applicable for decisions of ordinary course or business where any person has right to be heard.
Click here to read the circular.
