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.

Virtual meetings and e voting permit companies to transact urgent shareholder business without holding physical general meetings.

Urgent resolutions (other than ordinary business or matters where a person has a right to be heard) should be passed by companies through postal ballot/e voting, without holding a physical general meeting. If an EGM is unavoidable, it may be held through VC/OAVM with safeguards including recorded transcripts, two way participation, remote e voting provision, counting VC/OAVM attendance for quorum, restrictions on proxy appointments, specified access for auditors and independent directors, disclosure in the meeting notice, member assistance helplines, and filing of resolutions with the Registrar of Companies within sixty days.