The Ministry of Corporate Affairs has come out with Circular Nos. 17, 18, 21, 27, 28, 29, 35, 39 and 72 during the year 2011 relating to green initiatives. A synopsis of the circulars is as below:
Circular No. 17 dated 21.04.2011
It was clarified that a Company would have complied with Section 53 of the Companies Act, 1956 if service of document was made through e-mail to shareholders, provided the shareholders were provided with an opportunity to give their e-mail ID and notify changes therein.
Circular No. 18 dated 29.04.2011
It was clarified that it would be compliance with the provisions of Section 219(1) of the Companies Act, 1956, if copies of Balance Sheet, etc. are provided to shareholders by e-mail, subject to the following conditions-
1. Advance opportunity provided to shareholder to register his e-mail ID and to intimate any changes therein.
2. The company has to Display in its website full particulars and Details of all such Documents available on the Companies website and it must issue an advertisement in this regard in the prominent newspapers well in advance stating that these are available for public viewing at the Companies website..
3. If the member has not registered his e-mail ID, the documents have to be provided in one of the modes provided under section 53 of the Companies Act, 1956.
4. However if any shareholder insist on receipt of the copies of Balance Sheets, Auditors Report by physical delivery , the Company cannot refuse him to send them physically.
Circular No. 21 dated 02.05.2011
1. This circular deals with the approval of MCA for appointment of agencies providing platform form for electronic Voting .
2. These agencies must be authorised by MCA.
3. At present NSDL & CDSL are authorised.
4. Such authorisation is subject to the availability of Certificate of STCQ (Standard Testing Quality Certificate )
Circular No. 27 dated 20.05.2011
This circular provided that a shareholder is allowed to participate in the general meeting through electronic mode.
Additional Compliances-
1. For a meeting to be conducted effectively, proper facilities of video conferencing should be made available so that all shareholders can interact concurrently without any intermediary.
2. A proper notice is required to be served to all the shareholders as to attend such meeting and access to the facilities of video conferencing.
Role of Chairman, Secretary-
He shall ensure that proper equipments required to conduct a meeting through video conferencing are available, he shall safeguard the integrity of such meeting held through video conferencing, prepare minutes of the meeting, he should also ensure that no other person apart from shareholders or proxies participate in the meeting.
A meeting should be held at the registered office of the company, or at the same town or city in which its registered office is situated. However, five members personally present in case of a public company or two members personally present in case of any other company shall form the Quorum for the said purpose.
A company in order to ensure maximum participation of members at the meeting through video conferencing, must conduct such meetings at least at five places in India where maximum shareholders resides covering a broader area or at least one thousand members, whichever is more.
Circular No. 28 dated 02.05.2011
1. This circular deals with the participation of directors in committee and board meetings through electronic mode.
2. Every director must attend at least one meeting in a financial year.
3. In light of section 13 of the information technology act, the time and place of dispatch of notice in e-mode is same as in the case applicable for the purpose of notice period.
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4. Additional Compliances- Duties of The chairman and the Secretary
(i) He has to ensure the full integrity of meeting, check whether there is proper facility available for video conferencing technology, prepare minutes of the meeting.
(ii) The chairman and the Secretary has to ensure that no other person apart from the director or members attends such meetings.
5. Notice- Proper notice is required to be given to all the directors for attending such meeting & there must be proper access to facilities of video conferencing. The confirmation is also required to be obtained from such directors as to whether he attends the meeting physically or electronically. In case such confirmation is not obtained it will be deemed that he will personally be present physically.
6. Details- Of attendance, names of directors who attended, location of the meeting, clear access to the facilities of video conferencing and confirmation by the chairman for those attending the meeting is to be obtained.
7. Quorum- The directors participating at the meeting through video conferencing will be counted for the purpose of quorum and there may be proper roll calls during the meeting to ensure participation throughout the meeting.
8. Place- The place where the chairman or the secretary is sitting will be known as the place of meeting & all recordings have to be done from this place. Such recordings are to be preserved for a period of one year from the date of conclusion of such meeting. All the statutory registers are to be taken to such place and are to be signed by all the directors those who attended and consent to be taken from those who didn’t attend the meeting.
9. Decision-The chairman or the secretary to announce the summary of all the decisions taken at the meeting and in respect of each items of the agenda, the directors accented or dissented to such decision and the details of all such decisions taken thereon. He is also required to obtained Confirm the attendance of directors present during last 3 meetings of directors either electronically or physically present.
10. Draft- The draft minutes to be circulated within seven days of the meeting to all the director present for any clarification of doubts & thereafter entries in the minute book are to be recorded as per section 193. Particulars of directors who participated at the meeting through electronic mode also to be given.
Circular No. 35 dated 06.06.2011
1. It is not mandatory for companies to provide its directors to participate through video Conferencing method.
2. It is optional at present for companies to comply with such provisions. However it will be mandatory thereafter 2011-12.
Circular No. 39 dated 21.06.2011
It was directed that various certificates required to be issued as per the provisions of the Companies Act, 1956 have to be issued by electronic mode with Digital Signature attached.
Circular No. 72 dated 27.12.2011
It was clarified that it shall not be mandatory for any Listed Company to have video conferencing facilities for its Annual general Meetings.
Further it was stated in the circular that, for electronic voting in general meetings, any agencies providing electronic platform for e-voting is required to obtain a Certificate from Standard Testing and Quality Certification (STCQ), from department of Information Technology, Ministry of communication and IT, Government of India. It was also clarified in the circular that this ministry will not authorize any agency for the purpose of providing video conferencing facilities by the corporate sector.
