MCA clarification on online EGMs

April 2020

By a general circular 14/2020 dated April 8, 2020, the Ministry of Corporate Affairs (“MCA”) allowed the companies to convene Extra-ordinary General Meetings (“EGMs”) through video conferencing or any other audio-visual means without the physical presence of any shareholder. Due to some ambiguities in this circular, MCA came up with general circular 17/2020 on April 13, 2020.

Key clarifications of the April 13 circular are:

1. Issue of EGM notice

  • Notices are allowed to be circulated through e-mail only;
  • If e-mail addresses of the shareholders are not registered with the company, it will have to contact such shareholders through telephone or any other mode to get their e-mail address for sending the EGM notice. If contact details are also not available, the company will have to issue a public notice by way of newspaper advertisement in an English and a local newspaper of the district informing about the upcoming EGM and providing the company’s contact details. This requirement already exists for the companies which are compulsorily required to provide e-voting as per section 108 of the Companies Act, 2013 read with rule 20 of the Companies (Management and Administration) Rules, 2014. By this circular, it has been made compulsory for other companies (including private companies) as well.

2. Voting:

  • For companies which are compulsorily required to provide e-voting, voting by show of hands is done away with.
  • If any members have questions, they can now raise them only during the meeting. Under the April 8 circular, a facility to ask questions before the meeting was also provided. This has now been done away with.

By:

Jaya Moorjani