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TMI BlogClarification on passing of ordinary and special resolutions by companies under the Companies Act,2013 and rules made thereunder on account of the threat posed by Covid-19.X X X X Extracts X X X X X X X X Extracts X X X X ..... overall situation at present. 2. The Act does not contain any specific provision for allowing conduct of members meetings through video conferencing (VC) or other audio visual means (OAVM). It has been noted that section 105 of the Act and rules made thereunder provide for relevant companies to allow e-voting (including remote e-voting) in case of general meetings convened by them. Section 110 of the Act , on the other hand, allows the companies to pass resolutions (except items of ordinary business and items where any person has a right to be heard) through postal ballot (which includes electronic ballot and electronic voting under section 108), In view of the current extraordinary circumstances due to the pandemic caused by COVID-19 prevailing in the country, requiring social distancing, companies are requested to take all decisions of urgent nature requiring the approval of members, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot/e-voting in accordance with the provisions of the Act and rules made thereunder, without holding a general meeting, which requires physical presence of membe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oting and are otherwise not barred from doing so, shall be allowed to vote through e-voting system or by a show of hands in the meeting. VIII. Unless the articles of the company require any specific person to be appointed as a Chairman for the meeting, the Chairman for the meeting shall be appointed in the following manner: a. where there are less than 50 members present at the meeting. the Chairman shall be appointed in accordance with section 104. b. In all other cases. the Chairman shall be appointed by a poll conducted through the e-voting system during the meeting IX. The Chairman present at the meeting shalt ensure that the facility of e-voting system is available for the purpose of conducting a poll during the meeting held through VC or OAVM Depending on the number of members present in such meeting, the voting shall be conducted in the following manner; a. where there are less than 50 members present at the meeting, the voting may be conducted either through the e-voting system or by a show of hands, unless a demand for poll is made in accordance with section 109 of the Act , in which case, the voting shall be conducted through the e-voting s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ovided herein atongwith other provisions of the Act and rules were duly complied with during such meeting. B. For companies which are not required to provide the facility of of e-voting under the Act ‑ I. EGM, wherever unavoidable, may be held through VC or OAVM and the recorded transcript of the same shall be maintained in safe custody by the company. In case of a public company, the recorded transcript of the meeting, shall as soon as possible, be also made available on the website (if any) of the company. II. Convenience of different persons positioned in different time zones shall be kept in mind before scheduling the meeting. III. All care must be taken to ensure that such meeting through VC or OAVM facility allows two way teleconferencing or webex for the ease of participation of the members and the participants are allowed to pose questions concurrently or given time to submit questions in advance on the e-mail address of the company. Such facility must have a capacity to allow at least 500 members or members equal to the total number of members of the company (whichever is lower) to participate on a first-come-first-served basis, The large sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eting so that the members can convey their vote, when a poll is required to be taken during the meeting on any resolution, at such designated email address. XI. 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. Due safeguards with regard to authenticity of email address(es) and other details of the members shall also be taken by the company. XII. During the meeting held through VC or OAVM facility, where a poll on any item is required, 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 in advance. XIII. Where less than 50 members are present in a meeting, the Chairman may decide to conduct a vote by show of hands, unless a demand for poll is made by any member in accordance with section 109 of the Act . Once such demand is made, the procedure provided in the preceding sub-paragraphs shall be followed. XIV. In case the counting of votes requires lime, the said meet ..... X X X X Extracts X X X X X X X X Extracts X X X X
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