SEKAR REPORTER

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Judge tickaraman Therefore, this Court is of the view that any company including MRCappellants/defendants can conduct AGM through OAVM till 31.12.2022 as extended upto 30.09.2023. Hence the AGM (Convened on 11.08.2022 though become infructuous) and now freshly conducted on 14.12.2022, before 31.12.2022 by MRC, would be in compliance with the Circular dated 05.05.2022 and also to the subsequent circular No.11/2022 dated 28.12.2022

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CMA Nos.2520 and 2521 of 2022

  1. The core issue in the suit, is whether the election is to be conducted either by video

conference or physical mode.

  1. The lis is with regard to mode of election and finalization of voters’ list. After the said order, the list of eligible candidates had been finalised as could be seen from Ex.R2, marked

before the trial Court.

  1. It remains to be stated that Rule 20 of the Companies (Management and Administration) Rules, 2014, mandates that companies that are listed and the companies that are with more than 1000 members shall conduct General Body Meeting, through e-voting. However, there is no bar for other companies to conduct its AGM through e-voting. It is to be stated that during the Covid period, the Ministry of Corporate affairs had issued in General Circular No.20 of 2020 dated 05.05.2020 permitting all the companies to conduct AGM through video conferencing or OAVM and thereafter, by a General Circular 02/2022 dated 05.05.2022, the conduct of the AGM of the companies through Video conferencing or OAVM, was extended till 31.12.2022.

Therefore, any company including MRC-appellants/defendants can conduct AGM through OAVM till 31.12.2022.  As per the AGM notice as could be seen from the typed set of papers, the members can either vote through OAVM or personally visit the MRC campus, on the date notified and there is no compulsion or mandatory, that the members of the MRC to vote only through OAVM.

  1. At this juncture, it is also relevant to note that in terms of Rule 20 of the Companies

M&A Rules, 2014, the Ministry of Corporate Affairs, Government of India issued General Circular No.20/2020 dated 05.05.2020 permitting all companies to conduct the AGM through VC or OAVM.  Thereafter, by General Circular No.2/2022 dated 05.05.2022, the right to conduct of AGM by companies through VC or OAVM was extended till 31.12.2022 [The said period is further extended by the Ministry of Corporate Affairs, considering the present Covid-19 impact around the world, upto 30th September, 2023.

  1. Therefore, any company, including MRC, can conduct AGM through OAVM till 31.12.2022 as extended upto 30.09.2023 vide the General Circular No.11/2022 dated 28.12.2022. Hence the AGM (previously convened on 11.08.2022 though become infructuous) now freshly conducted on 14.12.2022, before 31.12.2022 by MRC, would be in compliance with the Circular

dated 05.05.2022 and Circular No.11/2022 dated 28.12.2022.

  1. At this juncture, the interim order dated 13.12.2022 was passed by me, primarily based upon Rule 20 of the Companies M&A Rules, 2014, and the Ministry of Corporate Affairs, Government of India issued General Circular No.20/2020 dated 05.05.2020, permitting all companies to conduct the AGM through VC or OAVM. Thereafter, by General Circular No.2/2022 dated 05.05.2022, the right to conduct of AGM by companies through VC or OAVM was extended till 31.12.2022. Further, considering the present Covid-19 impact around the world, the said period is further extended by the  Ministry of Corporate Affairs,  upto 30th September 2023, vide General Circular No.10 of 2022 dated 28.12.2022.
  2. Therefore, this Court is of the view that any company including MRCappellants/defendants can conduct AGM through OAVM till 31.12.2022 as extended upto 30.09.2023. Hence the AGM (Convened on 11.08.2022 though become infructuous) and now freshly conducted on 14.12.2022, before 31.12.2022 by MRC, would be in compliance with the

Circular dated 05.05.2022 and also to the subsequent circular No.11/2022 dated 28.12.2022.

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