Clarification on passing of ordinary and special resolutions under the Companies Act 2013



Quick Summary
The Ministry of Corporate Affairs has issued a clarification regarding the passing of ordinary and special resolutions under the Companies Act, 2013. Companies are now permitted to hold Extraordinary General Meetings (EGMs) via Video Conferencing (VC) or Other Audio-Visual Means (OAVM), or to conduct business through postal ballots. This provision has been extended until 31st December 2021.

The Ministry of Corporate Affairs has issued a clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and has thus, decided to allow companies to conduct their EGMs through VC or OAVM or transact items through postal ballot up to 31st December 2021. Read the official notification below:

General Circular No.10/2021  

F. No. 2/6/2020-CL-V 
Government of India 
Ministry of Corporate Affairs 

5th Floor, 'A' Wing, Shastri Bhawan, 
Dr. R. P. Road, New Delhi 
Dated: 23rd June, 2021 

To 
The DGCoA, 
All Regional Directors, 
All Registrar of Companies, 
All Stakeholders. 

Subject: Clarification on passing of ordinary and special resolutions by companies under the Companies  Act, 2013 read with rules made thereunder on account of COVID-19- Extension of time -reg. 

Companies Act 2013: Resolution Passing Clarification

Sir/Madam, 

In continuation to this Ministry's General Circulars No. 14/2020 dated 8th April, 2020, No.17/2020 dated 13th April, 2020, No.22/2020 dated 15.06.2020,No.33/2020 dated 28.09.2020 and No. 39/2020 dated 31.12.2020, after due examination, it has been decided to allow companies to conduct their EGMs through VC or OAVM or transact items through postal ballot in accordance with the framework provided in the aforesaid Circulars upto 31st December, 2021. All other requirements provided in the said Circulars shall remain unchanged. 

2. This issues with the approval of the competent authority. 

Yours faithfully, 

KMS Narayanan
Deputy Director (Policy) 

Copy forwarded for information to:-
1. e-governance section and web contents officer to place the circular on MCA website and 
2. Guard file. 
 

FAQ :

The Ministry has clarified that companies can continue to pass ordinary and special resolutions by conducting EGMs through VC or OAVM, or by using postal ballots.

Companies can utilise these methods for passing resolutions until 31st December 2021.

These clarifications are related to the Companies Act, 2013.

EGM stands for Extraordinary General Meeting.

No, all other requirements provided in the previous circulars shall remain unchanged.




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