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: 15 April 2020

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This circular provides updated guidance for companies on how to pass ordinary and special resolutions under the Companies Act, 2013, in light of the COVID-19 pandemic. It clarifies the methods for issuing notices to members, specifically allowing for email communication and outlining requirements for public notices and website display. The guidance also addresses the process for voting, including the continued availability of e-voting facilities and procedures for postal ballots.

General Circular No 17/2020 F. No. 2/1/2020-CL -V Government of India Ministry of Corporate Affairs 5th Floor, A Wing. Shastri Bhawan, Dr. R. P. Road. New Delhi-110001 Dated: 13th April, 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, Reference is draw

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FAQ :

Notices to members should be sent exclusively via email to addresses registered with the company or depository participant. For companies not required to provide e-voting, a copy of the notice must also be displayed on the company website, and efforts should be made to obtain email addresses from members via telephone or public notice.

Public notices must state that the EGM is convened via VC or OAVM, the date and time of the meeting, the availability of the notice on the website, and the methods for members to cast their vote through remote e-voting or during the meeting, especially for those with physical shares or un-registered emails.

Yes, companies can pass resolutions via postal ballot/e-voting without holding a general meeting, provided it's not explicitly required by section 110(1)(b) of the Act. The procedures outlined in rule 20 of the rules and relevant circulars regarding email notice and remote e-voting apply.

Companies must make efforts to register members' email addresses, either by contacting them by phone or by issuing a public notice in vernacular and English newspapers detailing how members can register their email for participation and voting.

No, the provision allowing voting by show of hands in certain cases has been substituted. The Chairman must ensure that an e-voting system facility is available for voting during meetings held through VC or OAVM.

Members' votes (assent or dissent) for items requiring a poll will only be considered during the meeting itself, through the designated e-mail address provided by the company in the notice. Members cannot vote by sending emails in advance of the meeting.