Secretarial Standard-2(SS - 2)

SS - 2

SECRETARIAL STANDARD ON GENERAL MEETINGS

SCOPE

This Standard is applicable to all types of General Meetings of all companies incorporated under the Act except One Person Company (OPC) and class or classes of companies which are exempted by the Central Government through notification. The principles enunciated in this Standard for General Meetings of Members are applicable mutatis- mutandis to Meetings of debenture-holders and creditors. A Meeting of the Members or class of Members or debenture-holders or creditors of a company under the directions of the Court or the Company Law Board (CLB) or the National Company Law Tribunal (NCLT) or any other prescribed authority shall be governed by this Standard without prejudice to any rules, regulations and directions prescribed for and orders of, such courts, judicial forums and other authorities with respect to the conduct of such Meetings.

“Calendar Year” means calendar year as per Gregorian calendar, i.e., a period of one year which begins on 1st January and ends on 31st December.

“Ordinary Business” means business to be transacted at an Annual General Meeting relating to (i) the consideration of financial statements, consolidated financial statements, if any, and the reports of the Board of Directors and Auditors; (ii) the declaration of any dividend; (iii) the appointment of Directors in the place of those retiring; and (iv) the appointment or ratification thereof and fixing of remuneration of the Auditors.

“Special Business” means business other than the Ordinary Business to be transacted at an Annual General Meeting and all business to be transacted at any other General Meeting.

‘Voting by electronic means, includes ‘remote e-voting’ and voting at the general meeting through an electronic voting system which may be the same as used for remote e-voting.

Basic conditions

1. One Annual General Meeting in one Calendar year.

2. First Annual General Meeting should be conducted within 9 months from the closing of the first financial year. This time period cannot be extended.

3. Subsequent Annual General Meeting should be conducted earlier of 6 months from the end of financial year or 15months from last Annual General Meeting. This time can be extended for 3 months with the previous approval of Registrar of companies.

4. Extra ordinary General meeting is the general meeting in between two Annual General Meeting.

5. Extra Ordinary General Meeting can be called by Board of directors at their wish, also can be called by members if conditions satisfied.

6. If the company having share capital , the meeting can be called, minimum one tenth of paid up share capital carrying voting rights.

7. If the company not having share capital, the requisition can be made by minimum of one tenth of total voting power.

8. If the meeting is called by the requisitionists, the board should call the meeting within 21 days on any day within 45 days from the date of requisition. If the board fails to call, the requisitionists may call the meeting within 3 months from the date of requisition, in that manner in which it should have been called by the board.

9. Notice of GM shall be sent to all Members, Directors, Auditors, Secretarial Auditor and Debenture Trustee or to such other specified persons if applicable or so required.

10. The address in the case is the address with depository and in the case of joint holding, the address of the first holder.

11. In the case of Nidhi Company the notice of meeting shall be sent to all members who hold shares of more than Rs. 1000 in face value of holding more than 1% of total paid up share capital whichever is less.

12. Notice may be delivered by hand, post, speed post, registered post, courier, fax, email or other electronic means..

13. No notice may be send by ordinary post if the company have a facility of providing E voting or the agenda have business to be transacted through postal ballot.

14. Notice shall specify the day date, time, map, land mark and full address of the venue and should also be place on the company website, if the company have one.

15. Meetings shall be conducted on working day in business hours. The day should not be a National Holiday.

16. Annual General meeting or Extra Ordinary General meeting should be held at the Registered office or other place within the same city town or village in which the registered office of the company is situated. General meetings other than mentioned above can be held at any place within India.

17. Companies having share capital shall specify the entitlement of proxy or proxies as applicable.

18. Notice should clearly specify the nature of meeting and business to be transacted. If any special business to be transacted, it should be in the form of special resolution and supported by an explanatory statement.

19. 21 days clear notice shall be given for the meeting, while calculating 21 clear days, the day of dispatch and day of the meeting will be excluded. If the mode of dispatch is post or courier, 2 additional days will be added for delivery.

20. As per the provision of the Act, the members can give a special notice for resolution to be passed, the company shall give notice of such resolution at least 7 days before the meeting, in the same manner as a notice of general meeting is to be given.

21. In situations where notice shorter than the above need to be given, it is possible, if, 95% of the members entitled to vote in such meeting is consented.

22. If notice was not given as per this provisions, no business can be transacted in the meeting.

23. Only matters specified in the notice can be taken up for discussion in the meeting.

24. Notice shall be accompanied with attendance slip, proxy form with proper directions.

25. A meeting convened upon due notice shall not be postponed or cancelled.

26. Proof of sending notice shall be preserved for at least three years from the date of meeting.

27. The quorum of the meeting should be present throughout the meeting.

28. For a private company the quorum shall be 2 members personally present.

29. In the case of public company

30. If the number of members less than 1000 then 5 members personally present

31. 1000 to 5000 members, then 15 members personally present.

32. More than 5000 members, then 30 members personally present.

33. It is to be noted that articles of a company can provide for higher quorum, then that will the quorum.

34. Every member who is entitled to attend and vote can appoint a proxy. A single person can be appointed as proxy for a maximum of 50 companies and if appointed for more than 50 companies, the proxy should inform his selection of 50 companies before the commencement of inspection of proxies and if fails, the company will consider first 50 companies as his selection.

35. Incomplete, undated proxy forms will considered invalid.

36. If multiple proxies received, last received proxy will be considered valid.

37. proxy form should be delivered within 48 hours before commencement of the meeting.

38. Inspection of Proxy can be done 24 hours before start of the GM till the conclusion of the meeting.

39. Every resolution shall be proposed by a member and seconded by another.

40. E voting facility is mandatory for listed companies.

41. The voting can be through show of hands of poll, but a proxy cannot participate in show hands.

42. In the case of e voting the provisions and procedures of the act should followed

43. Duly authorised representative of Government or Body Corporates shall enjoy all rights of members present in person. But in situations where in a public company only one person present for five body corporates, still the quorum will not be considered, as for conducting a meeting minimum two persons should be present. So if one more person in present the quorum will be counted and meeting can be conducted.

44. In the case of related party transactions, interested members will not be allowed to vote, but will counted for quorum. If the quorum is not present, the chairman can adjourn the meeting.

45. If there is no quorum the meeting can be adjourned to the same day next week, same time. If there is any changes, then an individual notice and advertisement in the newspaper is necessary.

46. If the chairman have to adjourn the meeting sine die or for more than 30 days , provisions relating to notice of general meeting will be applicable.

47. If the meeting is adjourned for a period less than thirty day, for such meeting at least three day notice to be given or an advertisement in newspaper be made. If there is no quorum in the adjourned meeting also, within 30 minutes then two members constitute the quorum.

48. On an adjourned meeting only the unfinished business of the original meeting shall be considered.

49. If on requisitioned meeting, if the quorum is not present within 30 minutes of meeting, the meeting stands cancelled.

50. Every company, except a company having less than or equal to two hundred Members, shall transact items of business as prescribed, only by means of postal ballot instead of transacting such business at a General Meeting.

51. A resolution passed by postal ballot cannot be rescinded or amended otherwise than by a resolution passed subsequently through postal ballot.

52. Adjourned AGM- Adjourned for want of Quorum or otherwise then it can be held on National Holiday if Agenda does not include item of director retire by rotation.

53. Every company should maintain proper minutes as per the provisions of act. Different minutes book for different meetings.

54. Should be kept at the registered office of the company or such other places as appro ved by the Board.

55. Should be signed by the chairman of the meeting, and in the event of death or inability of that chairman, by any director who was present in the meeting and duly authorised by the board.

56. Directors and members are entitled to inspect the minutes including resolutions passed by postal ballot.

57. Extracts of the minutes may be provided only after it is duly signed, but any resolution copy may be given pending signing of the minutes, but the same should be certified by the chairman, any director or company secretary.

58. Minutes book shall be preserved in physical or electronic form permanently with time stamp.

59. Gifts of any kind shall not be distributed in the meeting.