Summary of VC & OAVM

Dear Sir/Madam,

In view of the difficulties faced by the stakeholders on account of the threat posed by Covid-19, the Ministry of Corporate Affairs has provided relaxations to allow companies to pass ordinary and special resolutions of urgent nature via E-voting or by Electronic Ballot without holding a general meeting, which requires physical presence of members at a common venue.

In case conducting of an Extra-ordinary General Meeting is unavoidable on or before June 20, 2020, the same shall be conducted through Video Conferencing (VC) or other audio visual means (OAVM).

Resolutions passed in accordance with the above mechanisms shall be filed with the ROC within 60 days of the meeting.

Following are some of the guidelines issued by the Ministry for conducting meetings through Video Conferencing (VC) or other audio visual means (OAVM):

1. A recorded transcript of the Meeting shall be maintained in safe custody.
2. Convenience of all the members residing in different time zones shall be kept in mind.
3. VC or OAVM facility should allow two-way conferencing for ease of members participation.
4. The facility to join the meeting shall be kept open at least 15 minutes before start of the meeting.
5. Attendance shall be counted to ascertain the quorum under Section 103 of the Act
6. Facility for appointment of proxy shall not be available as physical presence of the member is not required in VC or OAVM.
7. Confidentiality of passwords and other privacy issues shall be strictly maintained by the Company.
8. Where poll on any resolution is required, members shall cast their vote only by sending e-mails through their registered e-mail address to the designated e-mail address circulated by the Company in advance.
9. Where less than 50 members are present, the Chairman may decide to conduct vote by show of hands unless a poll is demanded.
10. In case counting of votes requires time, the meeting shall be adjourned and called later to declare the results.
11. The notice for the general meeting contain clear instructions on how to access and participate in the meeting. The company shall also provide a helpline number for those shareholders who need assistance with using the technology before or during the meeting.

Circular issued by the Ministry detailing the guidelines to be followed while conducting meetings through Video Conferencing (VC) or other audio visual means (OAVM) is attached herewith for your reference.