MCA Clarification on passing of Ordinary and Special resolutions by the companies

Last updated: 09 December 2021

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The Ministry of Corporate Affairs (MCA) has issued a clarification regarding the passing of ordinary and special resolutions by companies. In light of COVID-19, companies are permitted to continue conducting 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 until 30th June 2022, following the guidelines previously issued in earlier circulars.

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

General Circular No. 20/2021

Dated: 08.12.2021

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.

Sir/ Madam,

In continuation to this Ministry’s General Circular Nos. 14/2020 dated 08.04.2020, 17/2020 dated 13.04.2020, 22/2020 dated 15.06.2020, 33/2020 dated 28.09.2020 and 39/2020 dated 31.12.2020 and 10/2021 dated 23.06.2021 and 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 30th June, 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 clarification concerns the passing of ordinary and special resolutions by companies under the Companies Act, 2013, particularly in relation to COVID-19.

Companies can use Video Conference (VC), Other Audio Visual Means (OAVM), or postal ballot to pass resolutions.

These provisions allowing for resolutions to be passed via VC, OAVM, or postal ballot are extended until 30th June 2022.

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

Notification No : General Circular No. 20/2021
Source : https://www.mca.gov.in/bin/dms/getdocument?mds=BHha%252BtlC4zSOyywpjl5Dkw%253D%253D&type=open

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