EGM During COVID-19 through video conferencing / OAVM With Draft Notice
EGM refers to Extra-Ordinary General Meetings, called by a company other than scheduled annual meeting (AGM) to deal with urgent matters (Special Businesses).
As per Clause 2.2. of Revised SS-2,
Items of business other than Ordinary Business may be considered at an Extra-Ordinary General Meeting or by means of a postal ballot, if thought fit by the Board.
Procedure to conduct the extraordinary general meeting (EGM) through video conferencing / Other Audio Visual Means (OAVM)
• The extraordinary general meeting can be conducted via video conferencing / OAVM post ensuring that the Company has facility for video conferencing / OAVM and each person is comfortable with that.
• The company shall ensure that the facility allows two-way teleconferencing
• The notice of the meeting should contain the following details:
• The framework under which the meeting is to be held
• Clear instructions on how to access and participate in the meeting;
• Helpline number to assist shareholders regarding the use of the technology before or during the meeting.
• the helpline number for the default in the meeting such as if any problem is happening in having the meeting the handler should be there as the video and audio handler.
• the member can appoint the representative in the meeting.
• The facility should allow 1000 participants to cum the first cum first basis. 500 participants in case the companies have not opted for the e-voting.
Who are allowed to attend the meeting without following the first-cum-first rule:
• Shareholders holding 2% or more shares;
• Promoters;
• Directors;
• Key Managerial Personnel;
• Chairpersons of Audit Committee;
• Chairpersons of Nomination and Remuneration Committee;
• Chairpersons of Stakeholder Relationship Committee;
• Auditors, etc.
Who are required to mandatory attend the meeting through VC/OAVM:
• At least one Independent Director, if applicable on the company;
• Auditor of the Company;
• In the absence of auditor, the authorized representative of the auditor who is qualified to be an auditor.
• Joining of the Meeting: The meeting should be 15 minutes before the time of the meeting and 15 minutes after the start of the meeting.
• The company shall provide the e-voting in case the company has an e-voting system and should not if the company does not have e-voting
Latest MCA Updates on EGM – (During Covid19)
1. In view of the continuing restrictions on movement of people because of covid-19 lockdown, MCA vide General Circula1 No. 22/2020 dated 15.06.2020 has extended Time Limit for EGMs till 30th Sep 2020.
2. This Ministry has issued General Circular No. 14/2020 on 8th April 2020 and General Circular No. 17/2020 on 13th April 2020 for providing clarifications on the passing of ordinary and special resolutions by companies by holding extraordinary general meetings (EGMs) through video conferencing (VC) or other audiovisual means (OAVM) or the passing of certain items only through postal ballot without convening the general meeting. The framework provided in the said Circulars allows companies to hold relevant EGMs or transact relevant business through postal ballots, as per the procedure specified therein, up to 30th June 2020 or till further orders, whichever is earlier.
Links:
- http://www.mca.gov.in/Ministry/pdf/Circular14_08042020.pdf
- http://www.mca.gov.in/Ministry/pdf/Circular17_13042020.pdf
- http://www.mca.gov.in/Ministry/pdf/Circular22_15062020.pdf
DRAFT EXTRA-ORDINARY GENERAL MEETING OF.................LIMITED
(During COVID-19 Pandemic)
(through Video Conference (VC)/ Other Audio Visual Means (OAVM)
(Considering CDSL as Depository and Company as Listed Company)
NOTICE
NOTICE is hereby given that the Extra-Ordinary General Meeting (EGM) of the Members of .............................. Limited will be held on ................. (day), ......................... (date) at ..................... (time) A.M. / P.M. (IST) through Video Conference (VC)/ Other Audio Visual Means (OAVM) facility at ................................ (Venue), to transact the following business:
SPECIAL BUSINESS:
ItemNo.1: ..................................................).
To consider and, if thought fit, to pass, with or without modification(s) the following resolutions as Special Resolution(s):
Text of the Resolution:
By order of the Board of Directors
___________________
Registered Office:
........................................
CIN: .....................................
Tel: .....................................
Fax: ..........................................
Website: .........................................
Email: ........................................
Date:..........................
NOTES:
1. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, the Body Corporates are entitled to appoint authorized representatives to attend the EGM through VC/OAVM and participate thereat and cast their votes throughe-voting.
2. In view of the massive outbreak of the COVID-19 pandemic, social distancing is to be a pre-requisite and pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, physical attendance of the Members to the EGM venue is not required. Hence, Members have to attend and participate in the ensuing EGM thoughVC/OAVM.
3. Those Shareholders whose email IDs are not registered, are requested to register their email ID with Registrar & Share Transfer Agent (R&STA) at..................................... ;............................................., by providing their Name as registered with the R&STA, Address, email ID, PAN, DPID/Client ID or Folio Number and Number of shares held bythem.
4. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholder’s Relationship Committee, Auditors, who are allowed to attend the EGM without restriction on account of first come first servedbasis.
5. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
6. The Members will be allowed to pose questions during the course of the Meeting. The queries can also be given in advance at................................, or at........................................
7. The Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013, setting out material facts in respect of the item no. 1 is annexed hereto.
8. All documents referred to in the Notice calling the EGM and the Explanatory Statement are available on the website of the Company for inspection by theMembers.
9. PursuanttotheprovisionsofSection108oftheCompaniesAct,2013readwithRule20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as venue voting on the date of the EGM will be provided byCDSL.(Considering CDSL as Depository)
10. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at.................................. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the EGM Notice is also available on the website of CDSL (agency for providing the Remote Voting facility) i.e. www.evotingindia.com .
11. EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13,2020.
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-
The remote e-voting period begins on .....................(day), ......................(date) at ................ (time) and ends at.......................... (time). The remote e-voting module shall be disabled by CDSL for voting thereafter.
(i) The shareholders should log on to the e-voting website www.evotingindia.com .
(ii) Click on Shareholders / Members tab to cast your vote
(iii) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(iv) Next enter the Image Verification Code as displayed and Click on Login Tab.
(v) If you are holding shares in demat form and had earlier logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
(vi) If you are a first time user follow the steps given below:
|
For Members holding shares in Demat Form and Physical Form |
|
|
PAN |
Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their Name and the eight digit of the sequence number in the PAN field (refer sequence number given in email). • In case the sequence number is less than eight digit then enter the applicable number of Zero(s) before the Number, after the first two characters of the name in CAPITAL Letters. Eg. If your name is Ramesh Kumar with sequence Number 1, then enter RA00000001 in the PAN field |
|
Dividend Bank Details / Date of Birth(DOB) |
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the Depository or the Company, please enter the Member ID/ Folio Number in the Dividend Bank details field as mentioned in instruction (iii) above. |
(vii) After entering these details appropriately, click on "SUBMIT" tab.
(viii) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation‟menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company in which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(ix) For Members holding shares in physical form, the details can be used only for e- voting on the resolutions contained in this Notice.
(x) Click on the EVSN of ......................... LTD to vote.
(xi) On the voting page, you will see 'RESOLUTION DESCRIPTION' and against the same the option 'YES/NO' for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xii) Click on the 'RESOLUTIONS FILE LINK' if you wish to view the entire Resolution details.
(xiii) After selecting the resolution you have decided to vote on, click on 'SUBMIT'. A confirmation box will be displayed. If you wish to confirm your vote, click on 'OK', else to change your vote, click on 'CANCEL' and accordingly modify your vote.
(xiv) Once you 'CONFIRM' your vote on the resolution, you will not be allowed to modify your vote.
(xv) You can also take out print of the voting done by you by clicking on 'Click here to print' option on the Voting page.
(xvi) If Demat account holder has forgotten the changed login password then Enter the User ID and the Image Verification Code and click on Forgot Password & enter the details as prompted by the system.
(xvii) Shareholders can also cast their vote using CDSL‟s mobile app m-Voting application. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on yourmobile.
(xviii) Note for Non – Individual Shareholders and Custodians
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk evoting@cdslindia.com .
• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
(xix) Any person, who acquires shares of the Company and becomes Member of the Company and holds shares as on the cut-off date i.e. Wednesday, May 13, 2020 may follow the same instructions as mentioned above for remote e-Voting.
• In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ('FAQs') and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com.
• Details of the person who can be contacted for any grievances connected with the facility for voting by electronic means:
Designation..........................
Central Depository Services (India) Ltd
Address :..................................
Email id: helpdesk.evoting@cdslindia.com
Toll free number: 1800 200 5533
THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE EGM (VENUE VOTING) ARE ASUNDER:-
1. The procedure for Venue Voting is same as the instructions mentioned above for remote e-voting.
2. Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through Remote E-Voting and are otherwise not barred from doing so, shall be eligible to vote through E Voting system in the EGM.
3. Members who have voted through Remote E-Voting will be eligible to attend the EGM and participate thereat. However, they will not be eligible to vote at the EGM. In case any Member who had voted through Remote E-voting, casts his vote again at the Venue Voting, then the Votes cast at the venue voting shall be considered as Invalid.
4. Members are requested to follow the instructions, if any, provided during the currency of the EGM for Venue Voting.
5. The details of the person who may be contacted for any grievances connected with the facility for e-voting (venue voting) shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:
(VENUE VOTING TO BE HELD ON ............................ (date))
1. Members whose email IDs are already registered with the Company and who are desirous to attend the EGM through VC/OAVM can apply at...... (email id) requesting for participation in the EGM, by giving their name as registered in the records of the Company, DPID/Client ID or Folio Number and the Registered emailID.
2. Members who are desirous of attending the EGM through VC/OAVM and whose email IDs are not registered with the company, may get their email IDs registered with the Registrar & Transfer Agent by sending an email to......................................... & .......................... (email Ids), with the following credentials:
i. Name registered as per the records of the company
ii. DPID-Client ID/ Folio Number
iii. Email ID to be registered for attending the Meeting
3. Members may send the above mentioned request at point no (2) latest by ...................... In case of joint holding, the credentials of the first named holder shall be accepted.
4. Members who are desirous of attending the EGM may send their request by ....................................... On successful registration with the company, the invitation to join the EGM will be sent to the Members on their registered email IDs latest by ............................................... This will be done on first come first served basis, limited to 1000 members only.
5. Members may attend the EGM, by following the invitation link sent to their registered email ID. Members will be able to locate Meeting ID/ Password/ and JOIN MEETING tab. By Clicking on JOIN MEETING they will be redirected to Meeting Room via browser or by running Temporary Application. In order to join the Meeting, follow the step and provide the required details (mentioned above – Meeting Id/Password/Email Address) and Join the Meeting. Members are encouraged to join the Meeting through Laptops for better experience.
6. In case of Android/Iphone connection, Participants will be required to download and Install the appropriate application as given in the mail to them. Application may be downloaded from Google Play Store/ AppStore.
7. Further Members will be required to allow Camera and use Internet audio settings as and when asked while setting up the meeting on Mobile App.
8. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
9. The helpline number for joining the Meeting through Electronic Mode will be provided in the Meeting Invitation which will be sent to the eligible applicants.
10. Institutional Shareholders are encouraged to participate at the EGM through VC/OAVM and vote thereat.
OTHER INFORMATION:
(A) Only those shareholders of the Company who are holding shares either in physical form or in dematerialized form, as on the cut-off date (i.e. .........................), shall be entitled to cast their vote either through remote e- voting or through venue voting through VC/OAVM at the EGM, as the casemaybe. Any person who is not a Member as on the cut-off date should treat this Notice for information purposes only.
(B) The remote e-voting period begins on .............................At............A.M. / P.M. (IST) and ends on ............................ A.M/ P.M. (IST). The remote e-voting module shall be disabled by CDSL for votingthereafter.
(C) The Members who have cast their vote by remote-evoting prior to the EGM may also attend and participate in the proceedings of the EGM through VC/OAVM but shall not be entitled to cast their votes again.
(D) The shareholders can opt for only one mode of voting i.e. remote e-voting or venue voting through VC/OAVM at the EGM. In case of voting by both the modes, vote cast through remote e-voting will be considered final and e-voting through VC/OAVM at EGM will not beconsidered.
(E) The Board of Directors has appointed ............................ (Membership details), Practising Company Secretary, New Delhi and failing him ............................. (Membership details), Practising Company Secretary, ...................... of M/s .................................., as Scrutinizer to scrutinize the remote e-voting and e-voting at the EGM in a fair and transparent manner and to submit report thereon.
(F) The results declared along with the Scrutinizer's Report shall be placed on the Company's website at........................................ and on the website of CDSL at www.evotingindia.com immediately and on the Notice Board of the Company at its registered office after the result is declared.
(G) The Members holding equity shares in physical form are requested to intimate to the Registrar and Share Transfer Agents (R&STA), ................................ , regarding change of address, if any, at the earliest, quoting their registered folio number. Change of address in respect of shares held in dematerialized form is required to be intimated to the concerned DepositoryParticipant.
(H) Members holding shares in more than one folio in identical order of names are requested to write to Registrar & Share Transfer Agent enclosing their share certificates to enable them to consolidate the holdings in one folio to facilitate better service.
(I) As per the MCA General Circular 17/2020 dated April 13, 2020, the Notice of the EGM has been sent through electronic mode to only those Members whose email IDs are registered with the Company/ Depository participant. Further, updation if any, will be provided on the website of the Company at.............................
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THECOMPANIES ACT, 2013
- Must be attached.
Important Key Point to be added regarding interest in Resolution:
None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in this resolution except for their official capacity as Government Nominee Directors.
Your Directors recommend the Special Resolution for approval of the Members.
By order of the Board of Directors
____________________
registered office:
........................................
CIN: .....................................
Tel: .....................................
Fax: ..........................................
Website: .........................................
Email: ........................................
Date:..........................
Route Map and Prominent Landmark of EGM Venue and Attendance Slip.
In view of the extraordinary circumstances due to COVID-19 pandemic prevailing in the country, MCA vide its Circular No. 14/2020 had clarified that social distancing is a pre-requisite in the current scenario and in reference to clarifications/ Guidance on applicability of Secretarial Standards on General Meetings (SS-2) dated April 15, 2020 (https://www.icsi.edu/media/webmodules/Guidance_on_SS-2_15042020.pdf),
the Company will hold the EGM through VC/OAVM, without the physical presence of the Members at ......................................
In view of the directions from MCA, the Meeting is being convened through VC/OAVM and physical presence of the Members are not required at the venue and that the proceedings of the EGM conducted shall be deemed to be made at this venue.
Disclaimer: IN NO EVENT THE AUTHOR SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS INFORMATION.THIS HAS BEEN SHARED FOR KNOWLEDGE PURPOSES ONLY.
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