Video conferencing or other audio visual means” has been defined to mean that audio- visual electronic communication facility employed which enables all the persons participating in a meeting to communicate concurrently with each other without an intermediary and to participate in the meeting effectively and efficiently
CONTENTS
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S.No. |
Particulars |
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1 |
Meetings through Video Conferencing and Other Audio Visual Means (VC / OAVM) |
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2 |
Meaning of Video Conferencing or Other Audio Visual Means |
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3 |
Modalities of Holding of Board Meetings Through Video Conferencing |
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4 |
Matters not to be dealt with in a meeting through Video Conferencing or Other Audio Visual Means |
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5 |
Holding Shareholders Meeting Through Video Conferencing (VC) Or Other Audio Visual Means (OAVM) |
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6 |
Clarification’s issued by the ICSI on SS-1 & SS-2on basis of the circulars issued by the MCA |
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7 |
FAQs on Meetings Through Video Conferencing or Other Audio Visual Means |
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ANNEXURES |
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Annexure I |
General Circular No. 14/2020 dated 8 April, 2020 |
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Annexure II |
General Circular No. 17/2020 dated 13th April, 2020 |
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Annexure III |
General Circular No. 18/2020 dated 21st April, 2020 |
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Annexure IV |
General Circular No. 20 /2020 dated 5th May, 2020 |
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Annexure V |
General Circular No 22/2020 dated 15th June, 2020 |
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Annexure VI |
General Circular No. 28/2020 dated 17th August, 2020 |
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Annexure VII |
Companies (Meetings of Board and its Powers) Amendment Rules, 2020 dated 19th March,2020 |
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Annexure VIII |
Companies (Meetings of Board and its Powers) Second Amendment Rules, 2020 dated 23rd June, 2020 |
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Annexure XI |
Clarification/ Guidance on applicability of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by ICSI |
FAQS ON VIRTUAL MEETINGS
FAQs ON MEETINGS THROUGH VIDEO CONFERENCING OR OTHER AUDIO VISUAL MEANS
1. Act does not contain any provisions for holding General meetings (EGMs or AGMs) through video conferencing. Can MCA by way of a circular permit the companies hold the General meeting through video conferencing?
A : MCA has power to make Rules under section 469 of the Act. Considering the difficult circumstances MCA has proactively taken decision to enable corporates to proceed with the business. Even if such meetings are challenged the judiciary may take sympathetic view considering the difficult circumstances.
2. Can the companies hold the General meetings in a hybrid mode i.e. physical as well as video conferencing?
A: Yes, it is not mandatory for companies to hold general meetings through VC only. Meetings may be held in physical mode or in hybrid mode also i.e. both physical and VC
3. Why the prescribed procedure is different for companies providing e-voting facility and the companies not providing e-voting facility?
A: Considering the size of the companies and number of shareholders, the procedure has been prescribed.
4.Is it mandatory to hold the General meetings through VC also during the business hours of the company only?
A: Yes, there is no relaxation to this effect
5. How to accommodate the shareholders who wants to ask questions in view of the large attendance of shareholders throughout the length and breadth of the country?
A: In the notice to the AGM it may be mentioned that shareholders whoever wants to speak to get their names registered and it’s also to be mentioned that at the discretion of the Chairman the speakers will be allowed to speak depending upon the availability of time
6. Why the proxy provisions are dispensed with in case of General meetings held through video conferencing?
A: In case of VC meetings there is no question of proxy attendance. A shareholder can himself attend the meeting from wherever he is located. Same applies to the case with e-voting. In case of e-voting also there is no proxy to vote on behalf of the shareholder.
7. At least one independent director and auditor or his representative shall attend the General meeting held through video conferencing. What will happen if they could not attend the meeting?
A: Such meeting can’t be conducted through VC / OAVM
8. Institutional investors shall be encouraged to attend and vote at the General meetings held through video conferencing. What does this mean?
A: They are to be informed about the meetings well in time and also appraise the procedure of attending the meeting
9. All resolutions passed at the General meetings are to be filed with the ROC within sixty days. Does this mean that resolutions passed for Ordinary business also have to be filed with ROC?
A: Yes, the filings are to be made in e-Form MGT – 14 for all resolutions.
10. Is the route map required to be given as prescribed under SS-2?
A: Since the general meeting is being held virtually, no one need to travel to the venue and route map is not required. Hence no need to provide the route map and the same is to be mentioned in the notice to general meetings
11. Is it required to give venue of the meeting in the Notice? If so what would be the venue of the meeting, for meetings held through video conferencing?
A: Yes, place of the meeting shall be provided in the Notice. In case of virtual meetings deemed venue is to be given
12. How poll is to be conducted where a company is not required and has not opted for e-voting but has more than fifty members and is not possible to go for vote on show of hands?
A: Company to provide a designated e-mail id and shareholders to send their mandate to the designated e-mail id through their registered e-mail ids.
13. Are there any restrictions in transacting any businesses at EGMs and AGMs held through video conferencing?
A: Yes, in case of EGMs Ordinary business shall not be transacted. In case of both EGMs and AGMs businesses where opportunity of hearing is to be given such businesses shall not be transacted.
14. For conduct of AGMs through VC/OAVM, can the Companies mention in their AGM notices that the Company holds the right to restrict the number of speaker shareholders depending on the availability of time. Are the companies allowed to restrict speakers?
A: Yes, companies can restrict the speakers depending upon the availability of time. The notice calling for meeting should require the speaker shareholders to register themselves in advance and depending upon the time availability, it shall be at the discretion of the Chairman to allow the speakers. In addition, companies may allow recordings to be sent in advance with the permission of the Chairman and shareholders, in order to avoid scenarios where a speaker shareholder may get disconnected or have an audio/visual connection issue, thus saving time and effectively maintaining the decorum of the meeting.
15. The number of speakers registering to speak at the meeting has gone up considerably. Companies are forced to choose those speakers who are favorably disposed to the company. Is this a correct practice? How can this be managed ?
A: If the number of speaker’s shareholders registering is considerably more, the Chairman should put a cut-off as it may not be feasible to allow all the registered speakers due to time constraints. For e.g., giving 3 mins each to 50 registered speakers in a meeting held through VC or OAVM will prolong the meeting with 150 minutes. Therefore, it is at the discretion of Chairman to decide the order (first come first serve, etc.) and the cut-off depending on the situation and time availability.
16. Is it mandatory to share the question / query well in advance with the Company by the Shareholder at the time of registering himself as speaker. Can a shareholder refuse to share the question, even if asked to share, by the Company.
A: shareholder may share his query well in advance with the Company so that even if he could not get connected, his query may be read out and answered. However, the shareholder may prefer to raise his query at the meeting only and in such case he need not share his query in advance with the Company.
17. Is the presence of Auditors (Statutory & Secretarial) mandatory in AGM held via VC & OAVM?
A: Yes, the presence of Auditors or his representative who is qualified to be appointed as an Auditor, is mandatory in AGM held via VC or OAVM.
18. If a Company is unable to pay the dividend to any shareholder by the electronic mode, due to non-availability of the details of the bank account, can a Company dispatch the dividend warrants / cheque to such shareholder by post, after normalization of the postal services. How the relevant provisions of the Dividend would be treated as complied?
A: Yes, as provided under Circular 20/2020 dated May 5, 2020 wherever a shareholder has not registered his ECS mandate / bank particulars, a company can dispatch the dividend warrants once the normalcy is restored.
19. If we obtain permission from the authorities, can we hold physical meeting and also give facility for e-voting?
A: Ministry of Corporate Affairs has provided a facility to conduct meetings through VC or OAVM keeping in view the social distancing requirements caused due to the Covid – 19 Pandemic. A Company can hold a physical meeting instead, taking all necessary precautions to maintain social distancing if there is no stringent lockdown at the place which is decided to be the venue of the meeting and after taking the required permissions from various authorities which will depend on number of factors such as the number of members assembling, etc.
Also, keeping in view the prevailing conditions and for the benefit of other shareholders who cannot attend the meeting physically due to various restrictions (travel or otherwise), it is advisable that the Company should extend an option of attending the said meeting through VC or OAVM also in case of conducting physical meeting.
In case of a small company where the number of members is less (10 – 15), staying in the same vicinity, and can meet physically without violating the lock down restrictions, then the Company may opt to hold a physical meeting. However, it is advisable to hold meetings through VC or OAVM until normal conditions return.
20. How can the companies keep registers open for inspection at the AGM held via VC or OAVM, if the Company does not maintain the registers in electronic form and nor the company has scanned the same?
A: In case the registers are not maintained in an electronic form, the physical registers/documents should be scanned for uploading in a virtual data room established for the purpose. Login ID and password can be provided for inspection and it is to be ensured that only view rights are given for inspection and the registers/documents cannot be deleted, copied or downloaded or the register/documents may be made available for inspection on a virtual platform (e.g., Zoom, Microsoft teams, etc.), and displayed in a presentation form. The registers/documents which shall be made available for inspection in connection with the AGM, shall be made available from the time notice is given till the conclusion of the meeting.
