Exemption from providing the route map and prominent landmark has been provided in case of the following:

1. a company in which only its directors and their relatives are members;

(b) a wholly owned subsidiary.

Similar requirement was brought by the Ministry vide its Notification dated June 5, 2015.

However, it is pertinent to note that the Ministry had come with another Notification on June 13, 2017 to amend the aforesaid June 5, 2015 Notification wherein it has been provided that Govt. companies may hold their AGM, at, (1) registered office, (2) such other place within the city, town or village in which the Registered Office is situated or (3) a place approved by the Central Government.

The revised text in SS seemingly missed the second category.

Existing text provided that where the auditors or directors to be appointed are other than the retiring auditors or directors, then the same shall be provided in the notice by way of a resolution even if the same falls under ordinary business.

The revised text has removed this requirement.

The changes are as follows-

1. Consent for holding a meeting at shorter notice shall have to be received by the company prior to the time fixed for the meeting;
2. Companies are not required to observe the provisions relating to appointment of proxy if all the members entitled to vote give their consent to holding the meeting at shorter Notice; and
3. Private companies may provide in its Articles, the manner of obtaining consent for a meeting at a shorter notice including the number of members from whom such consent will be required.

Considering the revised text, the following should be noted-

1. The revised text has not considered the proposed amendment u/s 101 by virtue of the Companies (Amendment) Bill, 2017 wherein the manner of obtaining consent from the members is being proposed to be bifurcated considering the nature of the meeting viz. AGM or EGM;
2. The change in the existing requirement of receiving the consent one day prior to the meeting to a time prior to the time fixed for the meeting is a welcome change considering the practical difficulties faced by the companies.

However, how will a company comply with the proxy requirements if the consent is received on the very day of the meeting is not clear as the consent may come at any time prior to the time fixed for the meeting and a proxy form has to be submitted 48 hours prior to the date of meeting.

1. The change related to private companies is in line with the exception provided by the Ministry through June 05, 2015 Notification from Section 101 of the Act.

The restriction on the proxies to be members of a Section 8 companies has been removed.

Further, private companies may appoint proxies in the manner as provide in their articles.

Though Section 105 did not provide for any restriction on a section 8 company, however, the existing text in this para had provided that the proxies have to be member also. This was a contradiction with the provisions of the Act which gets clarified by virtue of the deletion of the same.

The change related private companies is in line with the exception provided by the Ministry through June 05, 2015 Notification from Section 105 of the Act.

New insertion.

Para 6.6.3. In case of remote e-voting:

1. the letter of appointment of representative(s) of the President of India or the Governor of a State; or
2. the authorisation in respect of representative(s) of the Corporations;

should be received by the scrutiniser/ company on or before close of e-voting.

In case of postal ballot such letter of appointment/ authorisation shall be submitted to the scrutiniser along with physical ballot form.

If the representative attends the Meeting in person to vote thereat, the letter of appointment / authorisation, as the case may be, shall be submitted before the commencement of Meeting.

Unlike proxies, there was no clarity in regard to the manner of submission of appointment/ authorisation letter of authorised representatives. In absence of a clear provision, the companies, scrutinisers appointed for meetings have faced practical difficulties and diverse practice is being followed.

The followings are to be noted-

1. In case of remote e- voting such authorisation shall have to be received by the company/ scrutiniser on or before the closing of remote e-voting i.e. one day prior to the date fixed for physical meeting in terms of Rule 20 of MGT Rules. However, obtaining of such an authorisation in case of remote e- voting is meaningless as the identity of the person actually voting remains unknown.
2. In case of presence of such authorised persons at the meeting for the purpose of voting, the authorisation letter shall be submitted before the commencement of the meeting;
3. In case of postal ballot, the same shall be sent with the ballot form itself.

The requirement of proposing and seconding seemed vague in case of remote e-voting. Same in case of a poll as a poll can be conducted only on demand or at the discretion of the Chairman. The Act does not provide any such requirement of a resolution to be proposed and seconded.

The removal is a welcome change.

The changes are as follows-

In case of a private company, a member who is a related party is entitled to vote on such Resolution.

Further, a member who is a related party is entitled to vote on a Resolution pertaining to approval of any contract or arrangement to be entered into by:

1. One Govt. company with any other Govt. company; or
2. An unlisted Govt. company with the prior approval of competent authority.

This is in line with the exception provided by the Ministry through June 05, 2015 Notification under Section 188 of the Act for the private companies and Govt. companies.

However, listed companies will still have to observe the provisions of Listing Regulations.

This is in line with the provisions under Rule 20 of the MGT Rules.

However, this will not impact the listed companies as the declaration of results is required within 48 hours of conclusion of the meeting in terms of Listing regulations.

The scrutiniser(s) shall submit his report within seven days from the last date of the poll to the Chairman.

In case of a private company, the declaration of result of poll shall be in accordance with this para, unless otherwise provided in the Articles.

Rule 21 of MGT Rules does not provide for any such timeline for submission of report by the scrutiniser in case of voting in a poll. The revised text provides for 7 days timeline to the scrutiniser to submit his report and 2 days of submission of such report for declaration of such result by the Chairman.

Considering the fact that the provisions of Section 109 (Demand for Poll) are not applicable to a company covered under Section 108 (Mandatory voting through electronic means), this will impact only those companies which are not covered under Section 108.

In regard to private companies, the change is in line with the exception provided by the Ministry through June 05, 2015 Notification under Section 109 of the Act.

Generally, a 3 days’ notice is required for a meeting adjourned for less than 30 days. However, if such an adjournment meeting is held within 3 days and the venue, date, time etc. has already been decided in the original meeting, the company has been given an option to further send a notice.

The insertion is not relevant.

A meeting other than an AGM or a requisitioned meeting stands adjourned for want of quorum, then the adjourned meeting shall be held on the same day, in the next week at the same time and place or on such other day, irrespective of the fact that the day be a National Holiday.

An adjourned AGM, adjourned for want of quorum or otherwise, shall not be held on a National Holiday, only if any item relating to filling up of vacancy of a director retiring by rotation is included in the agenda of such adjourned Meeting.

The company shall ensure compliance of the provisions of holding the AGM every year, including adjournment thereof within a gap of not exceeding 15 months from the date of the previous AGM or within such extended period permitted by the Registrar of Companies.

1. Now companies will be able to adjourn an EGM even on a national holiday. The Act is silent on this.

1. Further, restriction on holding of an adjourned AGM on a national holiday shall be applicable only on a situation where an item relating to filling up of vacancy of a director retiring by rotation is pending to be decided in such adjourned meeting. Therefore, for discussions of items other than the above, an AGM may be adjourned to be held on a national holiday too.

1. In regard to changes for private companies the same is in line with the exception provided by the Ministry through June 05, 2015 Notification under Section 96 and 100 of the Act.