Major Amendment in
Secretarial Standard – 2
General Meetings
| SS-2 | Revised SS-2 | |
| Scope of SS-2 | The Standard is applicable to all General Meetings of all companies incorporated under the Act except One Person Company (OPC) and any class of companies notified by the Central Government. | This Standard is applicable to all General Meetings of all companies incorporated under the Act except One Person Company (OPC) in which there is only one Director on its Board and a company licensed under Section 8 of the Companies Act, 2013 or corresponding provisions of any previous enactment thereof. |
| Definitions | “Secretarial Auditor” means a Company Secretary in Practice appointed in pursuance of the Act to conduct the secretarial audit of the company | “Secretarial Auditor” means a Company Secretary in Practice or a firm of Company Secretary(ies) in Practice appointed in pursuance of the Act to conduct the secretarial audit of the company. |
| Notice of the meeting | 1.2.1 | In case of a Nidhi, Notice may be served individually only on Members who hold shares of more than one thousand rupees in face value or more than one percent of the total paid-up share capital of the company, whichever is less. For other Members, Notice may be served by a public notice in newspaper circulated in the district where the Registered Office of the company is situated and by displaying the same on the notice board of the company. |
| 1.2.3 In case of companies having a website, the notice shall be hosted on the website. | In case of companies having a website, the notice shall be hosted on the website till the conclusion of the meeting. | |
| 1.2.2 Proof of sending notice | The company should have a system of sending notices and maintaining proof of sending. | The company should have a system of sending notices and maintaining proof of sending for such period as decided by the years from the date of meeting. |
| 1.2.4 Notice shall specify day, date, time and full address of venue of meeting
|
– | Notice shall specify the serial number of the meeting.
It shall contain complete particulars of the venue except in case of – a. A company in which only its directors and their relatives are members b. A wholly owned subsidiary In case of Government company, the AGM shall be held at its registered office or any other place with the approval of the Central Government as may be required in this behalf. |
| 1.2.5 Notice | In respect of items of ordinary business, resolutions are not required to be stated in the notice except where the auditors or directors to be appointed are other than the retiring auditors or directors, as the case may be. | In respect of items of ordinary business, resolutions are not required to be stated in the notice except where the auditors or directors to be appointed are other than the retiring auditors or directors, as case may be. |
| 1.2.4 Notice shall specify day, date, time and full address of venue of meeting | – | In case of Government company, the AGM shall be held at its registered office or any other place with the approval of the Central Government as may be required in this behalf. |
| 1.2.5 Notice | In respect of items of ordinary business, resolutions are not required to be stated in the notice except where the auditors or directors to be appointed are other than the retiring auditors or directors, as the case may be. | In respect of items of ordinary business,. resolutions are not required to be stated in the notice except where the auditors or directors to be appointed are other than the retiring auditors or directors, as the case may be.
In case of Private company, explanatory statement shall comply with all requirements as mentioned unless provided in Articles. |
| 5.1 Chairman | – | In case of a private company, appointment of the Chairman shall be in accordance with the clause, unless otherwise provided in the Articles. |
| 6. Proxies | However, a Proxy shall be a member in case of companies with charitable objects, etc. and not for profit registered under the specified provisions of the Act. | However, a Proxy shall be a member in case of companies with charitable objects, etc. and not for profit registered under the specified provisions of the Act.
In case of a private company, the proxy shall be appointed in accordance with the clause, unless otherwise provided in the Articles. |
| 6.2 Form of Prox | Such instrument shall not be questioned on the ground that it fails to comply with any special requirements specified by the Articles of a company. | |
| 6.6 Deposit of Proxies and Authorisations | In case of a private company, the proxy shall be deposited with the company in accordance with the clause, unless otherwise provided in the Articles. | |
| 6.6.3 In case of remote e-voting | (i) the letter of appointment of representative(s) of the President of India or the Governor of a State; or
(ii) the authorisation in respect of representative(s) of the Corporations; Shall be received by the scrutiniser/company on or before close of e-voting. In case of postal ballot such letter of appointment/ authorisation shall be submitted to the scrutiniser along with physical ballot form. If the representative attends the Meeting in person to vote thereat, the letter of appointment / authorisation, as the case may be, shall be submitted before the commencement of Meeting. |
|
| 6.7 Revocation of Proxies | A Proxy need not be informed of the revocation of the Proxy issued by the Member. | A Proxy need not be informed of the revocation of the Proxy issued by the Member. |
| 6.8 Inspection of proxies | – | In case of a private company, inspection of Proxies shall be in accordance with the clause, unless otherwise provided in the Articles |
| 7. Voting: | 7.1 Proposing a Resolution
Every Resolution shall be proposed by a Member and seconded by another Member. |
7.1 Proposing a Resolution at a Meeting
Every Resolution, except a Resolution which has been put to vote through Remote e-Voting or on which a poll has been demanded, shall be proposed by a Member and seconded by another Member. |
| 7.2 E-voting
– |
Nidhis are not required to provide e-voting provide e-voting | |
| 7.3 Show of Hands
– |
In case of a private company, the voting by show of hands shall be in accordance with this para, unless otherwise provided in the Articles. | |
| 7.4 Poll | In case of a private company, the poll shall be conducted in accordance with this para, unless otherwise provided in the Articles. | |
| 7.5 Voting Rights
– |
In case of a private company, the Voting Rights shall be reckoned in accordance with this para, unless otherwise provided in the Memorandum or Articles of the company.
In case of a Nidhi, no Member shall exercise Voting Rights on poll in excess of five percent of total Voting Rights of equity shareholders. |
|
| 7.5.2
A Member who is a related party is not entitled to vote on a Resolution relating to approval of contract or arrangement in which such Member is a related party.
|
A Member who is a related party is not entitled to vote on a Resolution relating to approval of any contract or arrangement in which such Member is a related party.
In case of a private company, a member who is a related party is entitled to vote on such Resolution. A member who is a related party is entitled to vote on a Resolution pertaining to approval of any contract or arrangement to be entered into by: (a)A Government company with any other Government company; or (b) An unlisted Government company with the prior approval of competent authority, other than those contract or arrangements referred in clause (a). |
|
| 8. Conduct of e-voting: | 8.4(d)
(d) authorise the Chairman or in his absence, any other Director to receive the scrutiniser’s register, report on e-voting and other related papers with requisite details. The scrutiniser(s) is required to submit his report within a period of three days from the date of the meeting. The Chairman or any other director so authorized shall countersign the scrutiniser’s report so received. |
This Provision has been Omitted. |
| 8.5 Notice
Advertisement shall also be placed on the website of the company, in case of companies having a website and of the Agency. |
Advertisement shall simultaneously be placed on the website of the company till the conclusion of Meeting, in case of companies having a website and of the Agency. | |
| 8.5.2
Notice shall also be placed on the website of the company, in case of companies having a website, and of the Agency. |
Notice shall simultaneously be placed on the website of the company, in case of companies having a website, and of the Agency. | |
| 8.6 Declaration of results
8.6.1 Based on the scrutiniser’s report received on Remote e-voting and voting at the Meeting, the Chairman or any other Director so authorised shall countersign the scrutiniser’s report and declare the result of the voting forthwith with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not. |
8.6.1 The scrutiniser(s) shall submit his report within three days from the date of the Meeting to the Chairman or a person authorised by him, who shall countersign the same and declare the result of the voting forthwith with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not. | |
| 8.6.2
The result of the voting, with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not shall be displayed on the Notice Board of the company at its Registered Office and its Head Office as well as Corporate Office, if any, if such office is situated elsewhere. Further, the results of voting along with the scrutiniser’s report shall also be placed on the website of the company, in case of companies having a website and of the Agency, immediately after the results are Agency, immediately after the results are |
Change made in Clause 8.6.1 and 16.6.2
The result of the voting, with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not shall be displayed for at least three days on the Notice Board of the company at its Registered Office and its Head Office as well as Corporate Office, if any, if such office is situated elsewhere. Further, the results of voting along with the scrutiniser’s report shall also be placed on the website of the company, in case of companies having a website and of the Agency, immediately after the results are declared. |
|
| 9. Conduct of Poll: | 9.2
– |
In case of a private company, the demand and conduct of poll shall be as stated above, unless otherwise provided in the Articles. |
| 9.4 Appointment of scrutinisers
At least one of the scrutinisers shall be a Member who is present at the Meeting, provided such a Member is available and willing to be appointed. |
In case of a private company, the appointment of scrutiniser(s) shall be in accordance with this para, unless otherwise provided in the Articles. | |
| 9.5 Declaration of results
9.5.1 Based on the scrutiniser’s report, the Chairman shall declare the result of the poll within two days of the submission of report by the scrutiniser, with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not. |
9.5.1 The scrutiniser(s) shall submit his report within seven days from the last date of the poll to the Chairman who shall countersign the same and declare the result countersign the same and declare the result of the poll within two days of the submission of report by the scrutiniser, with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not. | |
| 15. Adjournment of Meetings: | 15.3
– |
However, if a Meeting is adjourned for a
period not exceeding three days and where an announcement of adjournment has been made at the Meeting itself, giving in the details of day, date, time, venue and business to be transacted at the adjourned Meeting, the company may also opt to give Notice of such adjourned Meeting either individually or by publishing an advertisement, as stated above. |
| – | An adjourned Annual General Meeting, adjourned for want of quorum or otherwise, shall not be held on a National Holiday, only if any item relating to filling up of vacancy of a director retiring by rotation is included in the agenda of such adjourned Meeting.
The company shall ensure compliance of the provisions of holding the Annual General Meeting every year, including adjournment thereof within a gap of not exceeding 15 months from the date of the previous Annual General Meeting or within such extended period permitted by the Registrar of Companies. In case of a private company, the adjournment of Meeting for want of quorum shall be in accordance with this para, unless otherwise provided in the Articles |
|
| 16. Passing of Resolutions by postal ballot:
|
16.6.1
Based on the scrutiniser’s report, the Chairman or any other Director authorised by him shall declare the result of the postal ballot on the date, time and venue specified in the Notice, with details of the number of votes cast for and against the Resolution, invalid votes and the final result as to whether the Resolution has been carried or not. The scrutiniser shall submit his report to the Chairman who shall countersign the same. In case Chairman is not available, for such purpose, the report by the scrutiniser shall be submitted to any other Director who is authorisedby the Board to receive such report, who shall countersign the scrutiniser’s report on behalf of the Chairman. |
16.6.1.
The scrutiniser shall submit his report within seven days from the last date of receipt of postal ballot forms to the Chairman or a person authorised by him, who shall countersign the same and declare the result of the number of votes cast for and against the Resolution, invalid votes and the final result as to whether the Resolution has been carried or not. |
| 16.2
16.3 Board Approval The Board shall: (f) decide the record date for reckoning Voting Rights and ascertaining those Members to whom the Notice and postal ballot forms shall be sent. Only Members as of the record date shall be entitled to vote on the proposed Resolution by postal ballot. (g) decide on the calendar of events. (h) authorise the absence, any other Chairman or in his scrutiniser’s register, report on postal ballot and other related papers with requisite details. The scrutiniser is required to submit his report within seven days from the last date of receipt of postal ballot Forms. |
Nidhis are not required to provide e-voting facility to their Members.
Change from record date to Cut off date made in 16.3 and 16.4 f) decide the cut-off date for reckoning Voting Rights and ascertaining those Members to whom the Notice and postal ballot forms shall be sent.
Only Members as on the cut-off date shall be entitled to vote on the proposed Resolution by postal ballot. Omitted Omitted |
|
| 17. Minutes:
|
17.1.3 Minutes may be maintained in electronic form in such manner as prescribed under the Act and as may be decided by the Board.
Minutes in electronic form shall be maintained with Timestamp. |
17.1.3 A company may maintain its Minutes in physical or in electronic form with Timestamp. |
| 17.1.6 Minutes of Meetings, if maintained in loose-leaf form, shall be bound periodically depending on the size and volume. | 17.1.6 Minutes of Meetings, if maintained in loose-leaf form, shall be bound periodically at least once in every three years. | |
| at least once in every three years.17.1.7 Minutes Books shall be kept at the Registered Office of the company or at such other place, as may be approved by the Board. | 17.1.7 Minutes Books shall be kept at the Registered Office of the company. | |
| 17.2 Contents of Minutes
17.2.1 General Contents 17.2.1.1 |
17.2 Contents of Minutes
17.2.1 General Contents 17.2.1.1 Minutes of Annual General Meeting shall also state the serial number of the Meeting. |
|
| 19. Report on Annual General Meeting: | 19.1
Every listed company shall prepare a report on Annual General Meeting in the prescribed form, including a confirmation that the Meeting was convened, held and conducted as per the provisions of the Act. |
Every listed public company shall prepare a report on Annual General Meeting in the prescribed form, including a confirmation that the Meeting was convened, held and conducted as per the provisions of the Act. |
| Para:
It shall be signed and dated by the Chairman of the Meeting or in case of his inability to sign, by any two Directors of the company, one of whom shall be the Managing Director, if there is one and Company Secretary. |
Omitted |
(Author Prathana Mallya is Senior Associate with NovoJuris Legal and can be reached at Twitter: @novojuris email: relationships@novojuris.com)
