Due to the current lockdown, companies were not able to hold shareholders meetings and pass resolutions on certain matters requiring urgent attention/approval of the shareholders.
With a view to facilitate such companies, the Ministry of Corporate Affairs (MCA) has issued a recent circular no. 14 of 2020 on April 8, 2020 permitting companies to convene their Extraordinary General Meetings (EGM)s through video conferencing or other audio-visual means. Such relaxation is available until June 30, 2020. The decisions can be taken through e-voting or simplified voting. E-voting is mandatory in prescribed companies only. However, in other cases, the shareholders can approve or reject the resolutions by sending emails at the registered address provided by the companies.
This circular has disallowed the shareholders to appoint their proxies and they will have to attend the EGMs only by themselves. However, there is no restriction on appointment of representative(s) by the body corporates under sections 112 or 113 for attending or voting in the said EGMs.
One of the important highlights of this circular is that companies convening EGMs during this period are mandated to file each and every resolution passed in the said EGMs with the ROC within a period of 60 days from the date of the meeting. Such a requirement has been posed by the MCA to keep a record of all the resolutions passed by the companies during such period.
The detailed procedure to be followed by the companies while convening EGMs is provided in the attached circular.
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