SECRETARIAL STANDARD ON GENERAL MEETINGS
Following is the text of the Secretarial Standard-2 (SS-2) on “General Meetings”, issued by the Council of the Institute of Company Secretaries of India and approved by the Central Government.
Adherence by a company to this Secretarial Standard is mandatory, as per the provisions of the Companies Act, 2013.
(In this Secretarial Standard, the Standard portions have been set in bold type. These shall be read in the context of the background material which has been set in normal type. Both the Standard portions and the background material have equal authority).
INTRODUCTION
This Standard seeks to prescribe a set of principles for the convening and conducting of General Meetings and matters related thereto.
This Standard also deals with conduct of e-voting and postal ballot.
SCOPE
This Standard is applicable to all types of General Meetings of all companies incorporated under the Act except One Person Company (OPC) and a company licensed under Section 8 of the Companies Act, 2013 or corresponding provisions of any previous enactment thereof.
However, Section 8 companies need to comply with the applicable provisions of the Act relating to General Meetings.
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.
This Standard is in conformity with the provisions of the Act. However, if, due to subsequent changes in the Act, a particular Standard or any part thereof becomes inconsistent with the Act, the provisions of the Act shall prevail.
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