Procedure For Holding General Meeting Through Video Conferencing


Procedure For Holding General Meeting Through Video Conferencing

In order to facilitate the companies for holding general meetings by way of electronic mode/video conferencing the MCA has issued a General Circular No. 27/2011, dated 20.05.2011 and has provided procedure for conducting general meetings by way of electronic mode/video conferencing.

In this connection, section 20(1) provides that a document may be served on a company or an officer thereof by sending it to the company or the officer at the registered office of the company by registered post or by speed post or by courier service or by leaving it at its registered office or by means of such electronic other mode as may be prescribed. Here the “courier’’ means a person or agency which delivers the document and provides proof of its delivery.

Section 20 raises a presumption about service of documents, send by registered post, but the presumption is rebutable. If a document had been sent by registered post but it had not reached, the addressee, it could not be said that the company is to be discharge from its obligation and that no right remain with the addressee.1 It is duty of legal representative to furnish his address to a company for notice to be sent to him. Cause of action arises for non-compliance with provision of section 20 at place where registered office of company is situated from where documents are to be sent and court which has jurisdiction for entertaining complaint for non-supply of requisite documents is court within jurisdictional limits of which registered office of company is situated.

Meaning of Electronic mode
Explanation to Rule 18(1) of the Companies (Management and Administration) Rules, 2014 defines ‘electronic mode’ to 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.

Requirement and procedure for electronic meeting
For the purpose of electronic meeting, the company shall also comply with the following requirements and procedures, in addition to the normal procedures required under the Companies Act, 2013 for holding general meetings:—
(a) The notice of the meeting must inform shareholders regarding availability of participation through video conference, and provide necessary information to enable shareholders to access the available facility of video conferencing.
(b) The Chairman of the meeting and Secretary shall assume the following responsibilities:
(i)   to safeguard the integrity of the meeting via video conferencing.
(ii)  to ensure proper video conference equipment/facilities.
(iii) to prepare the minutes of the meeting.
(iv) to ensure that no one other than the concerned shareholder or proxy to the shareholder is attending the meeting through electronic mode.
(v)  If a statement of a participant in the meeting via video conferencing is interrupted or garbled, the Chairman of the meeting or Secretary shall request for a repeat or reiteration, and if need be, the Chairman or Secretary shall repeat what he heard the participant was saying for confirmation or correction.

Place of the general meeting
Section 96 of the Companies Act, 2013 inter-alia provides that a company is required to have its Annual General Meeting either at the registered office of the company or at place within the city, town or the village in which registered office of the company is situated, therefore the presence of the chairman and quorum is must at the place as required under section 96 of the Act.

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