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The Tax Publishers General Circular General Circular No 17/2020 [F. No. 2/1/2020-CL -V], dt. 13-04-2020 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 Reference is drawn to this Ministrys 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 clarifications are hereby given :-- (i) Manner and mode of issue of notices to the members before convening the general meeting: A. For companies which are required to provide the facility of e-voting under the Act, or any other company which has opted for such facility‑ 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 participant/depository. II. While publishing the public notice as required under rule 20(4)(v) of the rules, the following matters shall also be stated. namely ‑- a. a statement that the EGM has been convened through VC or OAVM in compliance with applicable provisions of the Act read with General Circular 14/2020, dated 8th April, 2020 and this Circular; b. the dale and lime of the EGM through VC or OAVM: SUBSCRIBE FOR FULL CONTENT

The Tax Publishers

General Circular

General Circular No 17/2020 [F. No. 2/1/2020-CL -V], dt. 13-04-2020

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

Reference is drawn to this Ministrys 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 clarifications are hereby given :--

(i) Manner and mode of issue of notices to the members before convening the general meeting:

A. For companies which are required to provide the facility of e-voting under the Act, or any other company which has opted for such facility‑

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 participant/depository.

II. While publishing the public notice as required under rule 20(4)(v) of the rules, the following matters shall also be stated. namely ‑-

a. a statement that the EGM has been convened through VC or OAVM in compliance with applicable provisions of the Act read with General Circular 14/2020, dated 8th April, 2020 and this Circular;

b. the dale and lime of the EGM through VC or OAVM: