Passing of Ordinary and Special Resolutions by Companies under Companies Act, 2013 on account of threat posed by Covid- 19
Clarification on passing of Ordinary and Special Resolutions by Companies under the Companies Act, 2013 on account of threat posed by Covid- 19.
Pursuant to several representations received by Ministry of Corporate Affairs (MCA) for providing relaxation in passing Ordinary and special resolutions, MCA has provided below mentioned framework for Companies considering overall situation at present:
1. As there is no specific provision for allowing conduct of Shareholder’s meeting through Video Conferencing (VC) or other audio visual means (OAVM), Companies can take all decision of urgent nature requiring approval of members through the mechanism of postal ballot/ e-voting in accordance with provisions of the Act and rules made thereunder.
Exclusion to above: Items of ordinary business or business where any person has right to be heard.
2. In case holding of Extra-ordinary General Meeting (EGM) as per Section 100 of Companies Act, 2013 (the Act) on or before June 30, 2020 is considered unavoidable, following procedure shall be adopted in addition to requirement provided in the Act or rules made thereunder:
| S. No. | Particulars | For Companies which are allowed to provide facility of e-voting under the Act or any other Company which has opted for such facility | For Companies which are not required to provide the facility of e-voting under the Act |
| i. | Mode of conducting EGM |
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same |
| ii. | In case of different persons positioned at different time zones | Convenience of members shall be kept in mind before scheduling such meeting/s | same |
| iii. | Prerequisites |
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· same |
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Kept open– atleast 15 minutes before time scheduled; and Shall remain open– till expiry of 15 minutes after scheduled time; |
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– | ||
| iv. | Notice of said General Meeting |
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| – |
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| v. | Attendance | Attendance shall be counted for reckoning quorum under Section 103 of the Act | Same |
| vi. | Voting/ Poll | Only such members can cast their vote through e-voting or by show of hands who have not voted through remote e-voting or are not barred from voting | Where a poll is required, members shall cast their vote only by sending emails through their registers e-mail addresses at designated e-mail addresses provided in the Notice |
| vii. | Election of Chairman |
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| viii. | Responsibilities of Chairman | Ensure that facility of e-voting is available for conducting poll during such meeting | – |
| ix. | Manner of conducting voting |
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| x. | Appointment of Proxy- Section 105 of the Act | Not available for said meeting | same |
| xi. | Representatives of members- Section 112& 113 of the Act | Representatives of members may be appointed for voting through remote e-voting or for participation and voting in the meeting | same |
| xii. | Independent Director | Where Company is required to appoint Independent Directors, atleast one independent director shall attend | same |
| xiii. | Auditors | Auditors or his authorized representatives shall attend said meeting | same |
| xiv. | If Institutional Investors are the members | They must be encouraged to attend and vote through VC or OAVM | same |
| xv. | Filing with Registrar of Companies | All resolutions passed in said meeting shall be filed within 60 days of meeting clearly indicating that mechanism provided in this circular alongwith provision of Act were duly complied | same |
Read the General Circular No. 14/2020 issued by Ministry of Corporate Affairs on April 08, 2020
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