Sending of notices regarding company’s affairs by company, board or directors or any other interested stakeholder is of utmost importance. The Indian Companies Act, 2013 (PDF) and the Companies (Management and Administration) Rules, 2014 (PDF) deal with this issue. As the corresponding provisions of the Companies Act 2013 and the Rules have been notified by Indian government, companies in India are required to comply with these provisions.
Rule 18(1) provides that a company may give notice through electronic mode. The Explanation to Rule 18(1) provides that for the purpose of this rule, the expression “electronic mode” shall 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.
Rule 18(2) provides that a notice may be sent through e-mail as a text or as an attachment to e-mail or as a notification providing electronic link or Uniform Resource Locator for accessing such notice.
Rule 18(3) (i) provides that the e-mail shall be addressed to the person entitled to receive such e-mail as per the records of the company or as provided by the depository. The proviso to Rule 18(3) (i) provides that the company shall provide an advance opportunity atleast once in a financial year, to the member to register his e-mail address and changes therein and such request may be made by only those members who have not got their email id recorded or to update a fresh email id and not from the members whose e-mail ids are already registered.
Rule 18(3) (ii) provides that the subject line in e-mail shall state the name of the company, notice of the type of meeting, place and the date on which the meeting is scheduled.
Rule 18(3) (iii) provides that if notice is sent in the form of a non-editable attachment to e-mail, such attachment shall be in the Portable Document Format or in a non-editable format together with a “link or instructions” for recipient for downloading relevant version of the software.
Rule 18(3) (iv) provides that when notice or notifications of availability of notice are sent by e-mail, the company should ensure that it uses a system which produces confirmation of the total number of recipients e-mailed and a record of each recipient to whom the notice has been sent and copy of such record and any notices of any failed transmissions and subsequent re-sending shall be retained by or on behalf of the company as “proof of sending”.
Rule 18(3) (v) provides that the company’s obligation shall be satisfied when it transmits the e-mail and the company shall not be held responsible for a failure in transmission beyond its control.
Rule 18(3) (vi) provides that if a member entitled to receive notice fails to provide or update relevant e-mail address to the company, or to the depository participant as the case may be, the company shall not be in default for not delivering notice via e-mail.
Rule 18(3) (vii) provides that the company may send e-mail through in-house facility or its registrar and transfer agent or authorise any third party agency providing bulk e-mail facility.
Rule 18(3) (viii) provides that the notice made available on the electronic link or Uniform Resource Locator has to be readable, and the recipient should be able to obtain and retain copies and the company shall give the complete Uniform Resource Locator or address of the website and full details of how to access the document or information.
Rule 18(3) (ix) provides that the notice of the general meeting of the company shall be simultaneously placed on the website of the company if any and on the website as may be notified by the Central Government. The Explanation to Rule 18(3) (ix) provides that for the purpose of this rule, it is hereby declared that the extra ordinary general meeting shall be held at a place within India.