PROCESS TO CONDUCT EGM THOROUGH VC OAVM FOR A COMPANY WHICH IS REQUIRED TO PROVIDE E-VOTING FACILITIES

PROCESS TO CONDUCT EGM THOROUGH VC / OAVM BY A COMPANY WHICH IS REQUIRED TO

PROVIDE E-VOTING FACILITIES

1. Applicable Provisions:

a) All applicable provisions of the Companies Act, 2013 (“CA 2013”) related to convening and holding of

general meetings except those specific to Annual General Meeting (“AGM”);

b) Rules 18 to 25 of the Companies (Management and Administration) Rules, 2014 and any other rule as may

be applicable;

c) Process and other instructions given under the General Circular No. 14/2020 dated April 8, 2020 and

General Circular No. 17/2020 dated April 13, 2020.

2. When to conduct Extra Ordinary General Meeting (“EGM”) via Video Conferencing (“VC”) / Other Audio-

Visual Means (“OAVM”)?

Only when the management of the company considers that convening and holding of EGM is unavoidable, it

may resort to conducting the EGM via VC or OAVM by complying with the applicable provisions.

3. Pre-requisites and process to convene the EGM:

A. Collecting Shareholders Information / email id’s for sending notices:

a) Making a list of shareholders with their email id, number of shares and types of shares held, etc.;

b) Collecting the email id of all the shareholders whose email id are not registered / available with the

company by contacting those shareholders by phone or any other mode of communication;

c) If email id of any of the shareholders is not available and not traceable, before sending the notice of the

EGM, a public notice as to conducting the EGM must be advertised in a vernacular newspaper in vernacular

language and in English newspaper in English language circulated in the District in which registered office

of the company is situated;

d) The public notice shall state that –

 company proposes to conduct the EGM via VC / OAVM in compliance with applicable provisions

of CA 2013 read with General Circular No. 14/2020 dated April 8, 2020 and General Circular No.

17/2020 dated April 13, 2020; and

 notice of the EGM shall be sent to all the members via email at least after three days of the

publication of the advertisement.

e) The company shall ensure that the facility allows two-way teleconferencing or webex;

f) Before scheduling the meeting, the company shall keep in mind the convenience of different persons

positioned in different time zones;

g) Ensure proper infrastructure as to VC / OAVM and receiving emails to dedicated email id, its recording,

facilitating e-voting are in place;

h) Providing a helpline number through the Registrar & Transfer Agent (“R & TA”), technology provider, or

otherwise, for those shareholders who need assistance with using the technology before or during the

meeting;

i) Company shall provide a log-in id and password to all the members so that they can participate in the

meeting and cast their votes through poll;

j) Company through its R & TA shall set up the e-voting schedule on its website for uploading the resolutions

on which voting will be required.

B. Contents of the notice of EGM:

The notice of the meeting held through VC / OAVM shall contain the following:

a) All disclosure items except the items as required to be conducted only at AGM;

b) Draft Resolution and explanatory statement as normally drafted for a physical EGM;

c) Standard / required notes and instructions like physical EGM except for route map, attendance slip and

proxy instructions.

Additional Disclosures are as follows:

d) Disclosure as to the framework available to the members as per the General Circulars mentioned above;

e) The copy of the notice shall be prominently displayed on the website of the company, if any;

f) A statement about availability of Notice and intimation of meeting with relevant stock exchange, if

applicable;

g) The manner in which members holding physical shares or who have not registered their email address with

the company can cast their vote through remote e-voting or through the e-voting system during the

meeting;

h) The manner in which the members who have not registered their e-mail addresses with the company can

get the same registered with the company;

i) Clear instructions on how to access and participate in the meeting;

j) Specify the process and manner for generating or receiving the password and for casting of vote in a secure

manner;

Helpline number through the R & TA. technology provider, or otherwise to assist shareholders regarding

the use of the technology before or during the meeting;

k) In case a notice of EGM has been served prior to the aforementioned General Circulars, the company may

adopt the framework provided in both the Circulars by obtaining consent from members as per Section

101(1) of CA 2013 and issuing a fresh notice of shorter duration with requisite disclosures and information;

l) The facility of appointment of proxies by the members shall not be provided under this facility as there is

no need for physical attendance of members;

m) However, as provided in section 112 and 113 of the Companies Act, 2013, an authorised representative of

Government and Body corporates will be allowed to participate and vote.

C. Mode of sending notice to shareholders:

a) To all shareholders on their registered email id as provided;

b) On email ids of shareholders as provided to Depository Participant or R & TA, including display of notice

on the website, if any.

D. How to monitor the participants of the meeting:

The facility shall allow at least 1,000 members or members equal to the total number of members of

the company, to participate in the meeting on first-cum-first basis;

E. Who must be present:

Following persons are required to mandatorily attend the meeting through VC / OAVM:

 At least one Independent Director, if any;

 Statutory Auditor of the company or in the absence of the statutory auditor, the authorized representative

of such statutory auditor who is qualified to be an auditor.

4. Process to be followed during the EGM:

A. Duration to join the EGM:

The facility to join the meeting shall:

 OPEN – 15 minutes before the scheduled time to start the meeting; and

 CLOSE – After the expiry of 15 minutes of the start of the meeting.

B. Appointment of Chairman:

a) Appointment of Chairman shall take place as per the procedures laid down in the Articles of Association

(“AoA”) of the company;

b) If the AoA is silent on such procedures, the Chairman for the meeting shall be appointed in the following

manner:

This principle shall not apply to shareholders holding 2% or more shareholding, promoters, institutional investors,

directors, key managerial personnel and the Chairperson of the various committees as may be applicable to the

companies.

 where there are less than 50 members present at the meeting, the Chairman shall be appointed in

accordance with Section 104 of the CA 2013;

 In all other cases, the Chairman shall be appointed by way of poll through e-voting systems.

C. How to count Quorum?

Attendance of members through VC / OAVM shall be counted for the purpose of reckoning quorum as per

Section 103 of the CA 2013.

D. Participation and voting at the EGM:

a) The Chairman must ensure and satisfy himself and to record that all efforts has been made as feasible to

allow shareholders to participate and vote on the items being considered in the meeting;

b) The Company shall ensure that the meeting via VC / OAVM allows participants to raise questions

immediately;

c) Also, Company can give time to participants to submit their questions in advance on the e-mail address of

the company;

d) All members who have joined the meeting through VC / OAVM and have not cast their vote on resolutions

through remote e-voting and are otherwise not barred from doing so, shall be allowed to vote through e-

voting system.

E. How to Vote:

The Chairman shall ensure that the facility of e-voting system is available for the purpose of conducting a poll

during the meeting held through VC / OAVM.

F. How to conduct voting remote e-voting?

a) Voting shall take place on a secure electronic voting system set up by the company;

b) Members whose names are recorded in the register of members as on the cut-off date shall cast their vote

at the meeting on basis of their shareholding in the company;

c) In case the counting of votes requires time, the said meeting may be adjourned and called later to declare

the result.

G. How to conduct voting by poll / postal ballot?

a) Voting here shall take place by way of e-mail given by the company;

b) Company shall provide a designated email address to all members at the time of sending the notice of

meeting;

c) The confidentiality of the password and other privacy issues associated with the designated email address

shall be strictly maintained by the company at all times;

d) Due safeguards concerning the authenticity of email address(es) and other details of the members shall

also be taken by the company;

e) During the meeting, the members shall cast their vote on the resolutions only by sending emails through

their email addresses which are registered with the company. The said emails shall only be sent to the

designated email address circulated by the company at the time of issuance of notice;

f) With respect to postal ballot, since notices / forms will be sent through e-mail only in accordance with

General Circular dated April 13, 2020, the requirement to send "postage prepaid reply envelope" will not

apply;

g) In case the counting of votes requires time, the said meeting may be adjourned and called later to declare

the result.

5. Process to be followed post holding EGM:

A. Role of scrutinizer and the company post meeting:

a) Where a scrutinizer is appointed by the Board of Directors, he shall, immediately after the conclusion of

voting at the general meeting, first count the votes cast at the meeting, thereafter unblock the votes cast

through remote e-voting and submit, not later than three days of conclusion of the meeting, a

consolidated scrutiniser's report of the total votes cast in favour and against, if any, to the Chairman or a

person authorised by him in writing who shall countersign the same;

b) The results declared along with the report of the scrutiniser shall be placed on the website of the company,

if any, and on the website of the agency immediately after the result is declared by the Chairman;

c) The company whose equity shares are listed on a recognised stock exchange, shall, simultaneously,

forward the results to the concerned stock exchanges where its equity shares are listed and such stock

exchanges shall place the results on their website.

B. Recording of Minutes:

a) Recorded transcripts of such meetings shall be maintained in the safe custody of the company;

b) In the case of a public company, such transcripts shall also be made available on the website of the

company;

c) The company should record and acknowledge/sign the minutes digitally by the chairman and the same can

be recorded and signed physically once the normalcy resumes.

C. Filings:

All resolutions passed in accordance with this mechanism shall be filed with the concerned Registrar of Companies

within 60 days of the meeting.

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