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TMI BlogClarification 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.X X X X Extracts X X X X X X X X Extracts X X X X ..... am, Reference is drawn to this Ministry s General Circular No. 14/2020 dated 8th April. 2020 on the subject cited above. After the issue of the said circular. the Ministry has received representations from stakeholders for clarification on some of the elements in the framework laid down therein. The stakeholders have highlighted the difficulties in serving and receiving notices/responses by post in the current circumstances. in view of the same and with a view to bringing in greater clarity on the modalities to be followed by companies for conduct of EGMs during the COVID-19 related social distancing norms and lockdown for the period as indicated in the said Circular, or till further orders, whichever is earlier, the following clarific ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dered necessary by the company III. The Chairman of the meeting shall satisfy himself and cause to record the same before considering the business in the meeting that all efforts feasible under the circumstances have indeed been made by the company to enable members to participate and vote on the items being considered in the meeting B. For companies which are not required to provide the facility of e-voting under the Act ‑ I. In view of the present circumstances, in accordance with the provisions of rule 18 of the Companies (Management and Administration) Rules, 2014 (the rules), the notices to members may be given only through e-mails registered with the company or with the depository/depository participant. I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... after, at least, 3 days from the date of publication of the public notice: ii. the details of the e-mail address along with a telephone number on which the members may contact for getting their e-mail addresses registered for participation and voting in the general meeting. IV. The Chairman of the meeting shall satisfy himself and cause to record the same before considering the business in the meeting that all efforts feasible under the circumstances have indeed been made by the company to enable members to participate and vote on the items being considered in the meeting. (ii) Requirement for voting by show of hands In sub-paragraph A IX of para 3 of the General Circular 14/2020, dated 8 th April, 2020 relevant comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vided in rule 20 of the rules as well as the framework provided in the General Circular No. 14/2020. dated 8 th April, 2020 and this Circular would be applicable mutatis mutandis . The company would send notice by email to all its shareholders who have registered their email addresses with the company or depository participant/depository. The company would also be duty bound to provide a process of registration of e-mail addresses of members and state se in its public notice. The communication of the assent or dissent of the members would only take place through the remote e-voting system, as no meeting will be required to be called. (iv) Sending of e-mails by member, where a poll on any item is required for companies covered i ..... X X X X Extracts X X X X X X X X Extracts X X X X
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