Tag Archives: Extra Ordinary General Meeting

GOOD OPPORTUNITY TO ATTEND AN AGM


Corona is good for corporate governance. The government, without any known intention to do so, adopted an inclusive approach for the benefit of members and shareholder of companies in India. If you are a shareholder in any company in India, this is the best time for you to attend a General Meeting of your company. Of course, you will be part of their decision-making process in all practical manner. Read More to avail best out of this opportunity and share a lot for benefit of lakhs of individual investors and improvement of corporate Governance.

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ANNUAL GENERAL MEETING IN YEAR 2020


Annual General Meeting during the year 2020 is not an ordinary affair. This is now recognized by the Ministry of Corporate Affairs. Now, bigger companies are required to facilitate members to present in their Annual General Meeting through Video Conference or other audiovisual means even when holding AGM physically, others have the facility to use hold AGM through VA and OAVM. Circular 20/2020 dated 5th May 2020 extends facility provided by Circulars 14/2020 and 17/2020to hold General Meetings through VA and OAVM to Annual General Meetings.

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GENERAL MEETING THROUGH AUDIO VISUAL MEANS


Within days of the nationwide lockdown due to COVID-19 (Corona), Indian Stock exchanges on 26th March 2020 received intimation of first extraordinary general meeting through audiovisual means. This was not legally facilitated. After a great demand, the Ministry of Corporate Affairs came out with a hurried framework through its General Circular 14/2020 dated 8th April 2020, applicable to all listed or unlisted companies. It raises more question that solution as of now but certainly in a good direction. Thereafter Ministry issued General Circular 17/2020 dated 13th April 2020. We have already discussed this framework for companies which are not required to provide the facility of e-voting under the Act. We will in this post discuss this framework for Companies which are required to provide the facility of e-voting under the Act or any other company which has opted for such facility.

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GENERAL MEETING THROUGH AUDIO VISUAL MEANS IN OTHER COMPANIES


Within days of the nationwide lockdown due to COVID-19 (Corona), Indian Stock exchanges on 26th March 2020 received intimation of first extraordinary general meeting through audiovisual means. This was not legally facilitated. After a great demand, the Ministry of Corporate Affairs came out with a hurried framework through its General Circular 14/2020 dated 8th April 2020, applicable to all listed or unlisted companies. It raises more question that solution as of now but certainly in a good direction. We will in this post discuss this framework for private and unlisted public companies with less than one thousand members. {Update: This post is updated to incorporate provisions of General Circular 17/2020 dated 13 April 2020}

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POSSIBILITY OF PROXY


[This is my write up published in July 2014 edition of eMagazine of Mysore Chapter of Institute of Company Secretaries of India
Download here: 126 ICSI Mysore eMagazine July 2014]

Section 105(2) of the Companies Act, 2013 says in every notice calling a meeting of a company, there shall appear with reasonable prominence a statement that member entitled to appoint a proxy and a proxy need not be a member. Prominent question on ‘proxy’ is where the institution of proxies stands under new corporate law regime.

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Scrutiny of Poll Process


Section 109 of the Companies Act 2013 deals with provisions related to demand for Poll in a general meeting.

Where a poll is to be taken, the chairman of the meeting shall appoint necessary number of person to scrutinise the poll process and vote given on the poll and to report thereon. [Section 109(5)]

Rule 21 of the Companies (Management and Administration) Rules 2014 deals with “manner in which the Chairman of meeting shall get the poll process scrutinised and report thereon”.

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VOTING THROUGH ELECTRONIC MEANS


The Central Government got freehand under Section 108 of the Companies Act, 2013 which simply reads, “The Central Government may prescribe the class or classes of companies and manner in which a member may exercise his right to vote by the electronic means.”

The Rule 20 of the Companies (Management and Administration) Rules 2014 has all power to administer voting through electronic means.

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PROXIES


Section 105 of the Companies Act 2013 frames law regarding proxies. We have Rule 19 of the Companies (Management and Administration) Rules 2014 to supplement provisions relating to proxies.

Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person as a proxy to attend and vote at the meeting on his behalf. [Section 105(1)]

A member of a company registered under section 8 shall not be entitled to appoint any other person as his proxy unless such other person is also a member of such company. [Rule 19(1)]

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NOTICE OF THE MEETING


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)]

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EXTRAORDINARY GENERAL MEETING BY REQUISTIONISTS


Section 100 of the Companies Act, 2013 lay down law related to Extra – ordinary general meeting called on requisition of members. Rule 17 of the Companies (Management and Administration) Rules 2014 supplements provisions of Section 100 of the Act.

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RESOLUTION, MINUTES AND REPORT


Recently we have discussed “General Meetings”, “Preparing General Meetings” and “Proxies, Voting and Polling”. The provision contains here also applicable to all company meetings unless context restrict them to General Meeting.

RESOLUTION (SECTIONS 114):

The Companies Act, 2013 does not define resolution. Resolution is a formal statement of a decision or expression of opinion put before or adopted by an assembly. This may be ordinary resolution or special resolution.

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PROXIES, VOTES AND POLLING


Recently we have discussed “General Meetings” and “Preparing General Meetings”. In this post we will discuss things during meetings like Proxies, voting, poll and related matters.

Proxies are one of the beauties of corporate legislations. Proxies have their important in corporate decision making through voting and polls.

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PREPARING GENERAL MEETING


In last post “General Meetings”, we discussed what may be possible dates for general meeting and the place where it may be held. How we manage the event is depend upon our own choice. But there are some other legal formalities to comply with. These may be –

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GENERAL MEETINGS


A company may have many kinds of meetings; general meetings are one among them. In very simple terms, a meeting of general body may be called general meeting. General meeting comprises of all general members of an organisation that is company in our case.

A general meeting may be Annual General Meeting (AGM) or Extra – ordinary General Meeting (EGM).

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