ABC Ltd., is a Joint Venture between an Indian Company and a Multi-National Company. In present Covid pandemic situation, a Board Meeting through video conference was held on 29th October, 2020 at a shorter notice of 3 d
CS Professional · Governance, Risk Management, Compliances and Ethics · PYQS · June 2021
ABC Ltd., is a Joint Venture between an Indian Company and a Multi-National Company. In present Covid pandemic situation, a Board Meeting through video conference was held on 29th October, 2020 at a shorter notice of 3 days. One of the agenda items was approval of the financial statements for the quarter ended 30th September, 2020. One of the Directors joined late in the Board Meeting and was not present while discussing one agenda item. None of the Independent Directors were present. The Company needs funds and is proposing to issue rights shares. Board recommended increase in authorised share capital as well as approved convening of an EGM through Video Conference on 31st December, 2020. The Board discussed on a business proposal at length in the Board Meeting. When minutes were circulated by the Company Secretary, both the joint venture nominee Directors on the Board of the Company had different views on the discussions made and suggested modifications to the minutes which were not in harmony with the minutes circulated by the Company Secretary. Chairman of the Board of Directors is nominee of Indian Company. He is firm that Chairman's decision is final in finalising the minutes of the meeting. Based on the above facts, answer the following questions: Can EGM be held through Video Conferencing ?
Answer & Explanation:
The Companies Act, 2013 does not contain any specific provisions allowing or disallowing conduct of members' meetings through Video Conferencing or other audio-visual means. In other words, it is silent on the matter. However, in view of the current extra-ordinary circumstances due to COVID-19 Pandemic MCA has vide their circular No. 14 dated 8th April 2020, circular No. 17 dated 13th, April 2020, circular No. 22 dated 15th June 2020, circular No. 33 dated 28th September 2020 and circular no. 39 dated 31st December 2020 allowed companies to hold EGMs through Video Conference or other audio visual means or postal ballot subject to some guidelines prescribed under the above circulars. (Note: As per the recent circular issued on 23rd June 2021, companies can hold Extra-ordinary general meeting through Video Conference or other audio-visual means or transact items through postal ballot subject to compliance with the guidelines prescribed in the above circulars upto 31st December 2021)
Topics: General Meetings
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