MCA clarification on passing of special and ordinary resolutions by companies under the provisions of Companies Act, 2013 and the rules made thereunder on account of the threat posed by COVID-19.

Further to the MCA circular dated April 08, 2020 issued in relation to passing of special and ordinary resolutions by companies under the provisions of Companies Act, 2013, the MCA is in receipt of representations from various stakeholders. Representations indicate the difficulties faced by them in the present circumstances, in serving and receiving the notices/responses by post. Considering the same and to give more clarity in terms of holding of EGM’s during the Covid 19 related social distancing norms and the lockdown for the period as indicated in the April 08, 2020 circular, or till such further orders, whichever is earlier, MCA has issued following clarifications:

  1. Considering the present circumstances, as per the provisions of rule 18 of the Companies (Management and Administration) Rules, 2014, the notice to the members may be given only via emails at the email id’s registered with the company or with the depository participant/depository.
  2. Companies which are required to provide the facility of e-voting, are required to observe the following while publishing the public notice as per rule 20(4)(v) of the Companies (Management and Administration) Rules, 2014:
  • A statement that the EGM has been convened through VC or OAVM;
  • Date and time of the EGM;
  • Availability of notice on the website of the company and the stock exchange;
  • Manner in which the members holding physical shares and who have not registered their email id’s may cast their vote through remote e-voting or through the e-voting system during the meeting;
  • The manner in which the members can register their email id’s with the company; and
  • Any other detail considered necessary by the company.

3. Chairman of the company must make sure that the company has made all efforts feasible under the present circumstances to enable the members to participate and vote at the meeting.

4. Companies which are not required to provide e-voting facility are also allowed to give notice to the members only via emails at the email id’s registered with the company or with the depository participant/depository. In addition to this, such companies are required to observe the following:

  • Upload the notice on the company website;
  • Contact all the members whose email id’s are not registered with the company and inform them about the meeting and also request them to register their email id’s so that the company can send notice;
  • In absence of contact details of the members, the company must give a public notice and include the details of the meetings and request the members to contact the company to register their contact details and email id with the company;

Please refer to the MCA circular no. 17/2020 dated April 13, 2020 for more details.

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