Clarification on passing of Ordinary and Special resolutions under Companies Act 2013 on account of COVID-19 extension

Last updated: 06 May 2022

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The Ministry of Corporate Affairs (MCA) has issued a clarification regarding the passing of ordinary and special resolutions by companies. Following previous circulars related to the COVID-19 pandemic, companies are now permitted to conduct Extraordinary General Meetings (EGMs) via Video Conference (VC) or Other Audio Visual Means (OAVM), or to transact items through postal ballot. This facility has been extended up to 31st December 2022, with all other conditions from previous circulars remaining in effect.

General Circular No. 3/2022

File No. Policy-17/57/2021-CL-MCA
Government of India
Ministry of Corporate Affairs

5th Floor, 'A' Wing, Shastri Bhawan,
Dr. Rajendra Prasad Road, New Delhi 110001
Dated: 05.05.2022

To,

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

Subject: Clarification on passing of Ordinary and Special resolutions by the companies under the Companies Act, 2013 read with rules made thereunder on account of COVID-19-Extention of timeline-reg.

MCA Clarifies COVID-19 Resolution Rules Until Dec 2022

Sir/Madam,

In continuation to this Ministry's General Circular No. 14/2020 dated 08.04.2020, General Circular No. 17/2020 dated 13.04.2020, General Circular No. 22/2020 dated 15.06.2020, General Circular No. 33/2020 dated 28.09.2020, General Circular No. 39/2020 dated 31.12.2020, General Circular No. 10/2021 dated 23.06.2021, and General Circular No. 20/2021 dated 08.12.2021, after due examination, it has been decided to allow companies to conduct their EGMs through Video Conference (VC) or Other Audio Visual Means (OAVM) or transact items through postal ballot in accordance with framework provided in the aforesaid Circulars up to 31st December, 2022. 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
Tel:011-2338-7263

Copy to:
1. e-Governance Section and Web Content officer to place the Circular on MCA Website.
2. Guard File

FAQ :

The circular clarifies the rules for passing ordinary and special resolutions by companies under the Companies Act, 2013, specifically in relation to extensions granted due to COVID-19.

Companies can conduct their EGMs through Video Conference (VC) or Other Audio Visual Means (OAVM), or transact items through postal ballot.

These provisions allowing for resolutions via VC/OAVM or postal ballot have been extended up to 31st December 2022.

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

This circular continues the provisions of General Circular No. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021, and 20/2021.

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