According to Section 101 of the Companies Act, 2013 a General meeting of a company may be called by giving not less than clear twenty – one days’ notice either in writing (i.e. in paper form) or through electronic mode.
If consent is given in writing or by electronic mode by not less than ninety – five percent of members entitled to vote at such meeting, a general meeting may be called after giving a notice of a shorter period, which is called shorter notice (not short in contents but time period). [Section 101(1)]
Rule 18 of the Companies (Management and Administration) Rules 2014 explains provisions related to notice through electronic mode.
A company may give notice through electronic mode. The expression ‘‘electronic mode’’ shall mean any communication sent by a company through its authorized and secured computer programme which is capable of producing confirmation and keeping record of such communication addressed to the person entitled to receive such communication at the last electronic mail address provided by the member. [Rule 18(1)]
We must note following elements of desired electronic mode:
- Company should authorise the computer programme. This may be done through board resolution.
- The programme must be secure one. Use of computer programme may be extended to programme which is running through mobile or other electronic devices.
- Programme must be capable to produce confirmation of sending. Received or read notifications are not legally required but company may opt for such information.
- Communication must be send to last electronic mail address provided by the member.
- This rule exclude any massage send through social media like twitter, facebook (however, facebook mail is also there and may be used at option of member), or social mobile platform like whatsapp, line, wechat or through specifically designed mobile application. Use of any programme must result in delivery in electronic mail address of the member.
A notice may be sent through e-mail as a text or as an attachment to e-mail or as a notification providing electronic link or Uniform Resource Locator for accessing such notice. [Rule 18(2)]
This is possible to write a covering in text space of e-mail and attaching full text of notice. The mail may also provide a electronic link or URL for accessing the full notice. This is not required to provide a printing or downloading facility through this link or URL. I recommend downloading facility with an option to read it on multiple platform like word processor, pdf, epub etc.
The e-mail shall be addressed to the person entitled to receive such e-mail as per the records of the company or as provided by the depository. The company shall provide an advance opportunity at least once in a financial year, to the member to register his e-mail address and changes therein and such request may be made by only those members who have not got their email id recorded or to update a fresh email id and not from the members whose e-mail ids are already registered. [Rule 18(3)(i)]
This is a good idea to create a profile page for members with login and password facility so that members may update all required information. This facility may also be used for communication with members and submitting forms by members to the company.
The subject line in e-mail shall state the name of the company, notice of the type of meeting, place and the date on which the meeting is scheduled. [Rule 18(3)(iI)]
Example company Limited, General Meeting, New Delhi, 30 April 2014
Date format may important for companies with foreign shareholdings.
If notice is sent in the form of a non – editable attachment to e-mail; such attachment shall be in the Portable Document Format or in a non-editable format together with a ‘link or instructions’ for recipient for downloading relevant version of the software. [Rule 18(3)(ii)]
Unfortunately this assume public has editable attachment format like MS – word which are paid versions. I suggest only use of free downloadable software whether attachments are in editable format or non – editable format. The software must be compatible of maximum devices in market.
When notice or notifications of availability of notice are sent by e-mail, the company should ensure that it uses a system which produces confirmation of the total number of recipients e-mailed and a record of each recipient to whom the notice has been sent and copy of such record and any notices of any failed transmissions and subsequent re-sending shall be retained by or on behalf of the company as ‘‘proof of sending’’. [Rule 18(3)(iv)]
Copy of any failed transmission and subsequent resending is important here. Usually all e-mail system provide such details but this time it must not be deleted but properly recorded. The notice must be resend to these members once. There is no further requirement of resending.
The company’s obligation shall be satisfied when it transmits the e-mail and the company shall not be held responsible for a failure in transmission beyond its control. [Rule 18(3)(v)]
If a member entitled to receive notice fails to provide or update relevant e-mail address to the company or to the depository participant as the case may be, the company shall not be in default for not delivering notice via e-mail. [Rule 18(3)(vi)]
There is not additional requirement to send notice in physical form in such cases.
The company may send e-mail through in-house facility or its registrar and transfer agent or authorise any third party agency providing bulk e-mail facility. [Rule 18(3)(vii)]
The notice made available on the electronic link or Uniform Resource Locator has to be readable, and the recipient should be able to obtain and retain copies and the company shall give the complete Uniform Resource Locator or address of the website and full details of how to access the document or information. [Rule 18(3)(viii)]
The notice of the general meeting of the company shall be simultaneously placed on the website of the company if any and on the website as may be notified by the Central Government. [Rule 18(3)(ix)]
These rules explain that for the purpose of these rules, extra ordinary general meeting shall be held at a place within India.
Every notice of a meeting shall specify the place, date, day and the hour of the general meeting. Every notice shall contain a statement of the business to be transacted at the meeting. This means, a notice shall include agenda of the meeting. [Section 101(2)]
The notice of every meeting of the company shall be given to –
(a) Every member of the company, legal representative of any deceased member or the assignee of an insolvent member;
(b) The auditors of the company; and
(c) Every director of the company. [Section 101(3)]
Any accidental omission to give notice to or any non – receipt of such notice by any of these person shall not invalidate the proceedings of the meeting. [Section 101(4)]
We have already discussed statement to be annexed to the notice under section 102 of the Companies Act, 2013 here.
Please note: I welcome your comments and feedback. This blog post is not a professional advice. Readers may share this post on social media by using buttons given here.