Clarification on passing of ordinary and special resolutions by companies under the Companies Act,2013 and rules made thereunder on account of the threat posed by Covid-19

Last updated: 09 April 2020

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This circular provides guidance for companies on how to pass ordinary and special resolutions during the COVID-19 pandemic. It outlines procedures for conducting general meetings via video conferencing (VC) or other audio-visual means (OAVM) and using postal ballots, especially for urgent matters. The guidelines aim to ensure social distancing while maintaining corporate governance.

General Circular No.14/2020 F No 2/1/2020-CL-V Government of India Ministry of Corporate Affairs 5thFloor, A Wing, Shastri Bhawan, Dr. R. P. Road, New Delhi-110001 Dated:8thApril, 2020 To 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 and rules made thereunder on account of the threat posed by covid-19. Sir/Madam, Several representat

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FAQ :

The circular clarifies how companies can pass ordinary and special resolutions remotely, either through postal ballots or video conferencing, in light of the difficulties posed by the COVID-19 pandemic and the need for social distancing.

Yes, for unavoidable extraordinary general meetings (EGMs) held on or before 30.06.2020, companies can conduct them via video conference (VC) or other audio-visual means (OAVM), following specific procedures outlined in the circular.

No, proxies are not permitted for meetings conducted via VC or OAVM, as physical attendance is dispensed with. However, members can appoint representatives to vote or participate.

For companies required to provide e-voting, voting can be done through the e-voting system during the meeting. For companies not required to provide e-voting, voting on resolutions requiring a poll can be done by email to a designated company address.

If a company has already sent a notice, it can adopt the framework in this circular for the meeting, provided it obtains consent from members and issues a fresh notice of shorter duration with the necessary disclosures.

All resolutions passed under this mechanism must be filed with the Registrar of Companies within 60 days of the meeting.