Applicability
This Standard is applicable to all types of General Meetings (AGM/EGM) of all companies incorporated under the Act except One Person Company (OPC) and a company licensed under Section 8 of the Companies Act, 2013.
SS2 mutatis and mutandis Applicable to the following :-
1. Meetings of debenture-holders
2. Meetings of Creditors
3. A Meeting of the Members or class of Members or debenture-holders or creditors of a company under the directions of the Court or CLB or NCLT
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.
Process of Meeting in accordance with SS2
1. Authority
A General Meeting shall be convened by or on the authority of the Board. Board of the company convene or authorise AGM every year to transact the ordinary business and Special Business if any. If Board fails to do so then any member of the company may approach the Tribunal then tribunal may direct the calling of AGM
EGM
Board may call EGM on requisition of members as follows:-
| Company having a share capital | At least 1/10th of paid up share capital carrying voting rights |
| Company not having a share capital | At least 1/10th of voting power |
Note : if Board fails to call EGM within 45days of receipts of requisitions, the requisitionists may themselves call the EGM within 3 months from the date of requisitions.
2. Notice of the Meeting shall be given at least 21 clear days (day of sending the Notice and the day of Meeting shall not be counted in case the company sends the Notice by post or courier, an additional two days shall be added for the service of Notice for example if AGM date is 30.09.22 then Notice shall be issued on 9.09.2022 if Notice send by post then Notice shall be issued on 06.09.2022 or before) in writing to
i. Every Members
ii. Directors
iii. Auditors
iv. Secretarial Auditor
v. Debenture Trustees
vi. other specified person
Note : in Case of Nidhi Company Notice may server in the following manner
| Individually | 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 |
| public notice in newspaper | other Members |
Notes:
a. notice shall be given at the registered address of the members
b. in case of joint holders notice of the meeting shall be given to whom name appear 1st.
c. in case of death of the member notice shall be given to
i. if member was single holder his nominee
ii. joint holder to the surviving holder
iii. if all joint holders dies, to the nominee
d. in case of No Nominee Notice shall be given to the legal representative
e. In case of insolvency of a Member, the Notice shall be sent to the assignee of the insolvent Member
f. In case the Member is a company or body corporate which is being wound up, Notice shall be sent to the liquidator.
Notice shall be given by hand or ordinary post or speed post or registered post or courier or facsimile or e-mail or other electronic means
In case of companies having a website, the Notice shall simultaneously be hosted on the website
Notice shall specify the day, date, time and full address of the venue of the Meeting.
AGM/EGM called during business hours, i.e., between 9 a.m. and 6 p.m. on a day other than National Holiday
Notice shall be published in two newspapers (1) vernacular (2) English at least 7days before the meeting excludes date of meeting and date of Publication.
Shorter Notice: General Meeting may be called on shorter notice if consent of 95% of the members entitled to vote has been received
No business shall be transacted at a Meeting if Notice in accordance with this Standard has not been given but accidental omission to give notice or non receipt of Notice shall not be counted.
Notice of the postal ballot shall inform the Members about availability of e-voting facility, if any, and provide necessary information thereof to enable them to access such facility.
3. Place: AGM/EGM may be called at the registered office or at other place within city town or village where registered office of the company situated
In case of Govt. Company: AGM shall be held at registered office or other places with the approval of CG
4. No items of business other than those specified in the Notice and those specifically permitted under the Act shall be taken up at the Meeting.
5. Notice shall be accompanied, by an attendance slip and a Proxy form with clear instructions for filling, stamping, signing and/or depositing the Proxy form.
6. A Meeting convened upon due Notice shall not be postponed or cancelled.
7. Frequency of Meetings
a. AGM: Every Company shall hold one AGM in every calendar year
b. EGM: Items of business other than Ordinary Business may be considered at an Extra-Ordinary General Meeting or by means of a postal ballot, if thought fit by the Board.
8. Quorum present throughout the meeting Quorum for the GM shall be as follows unless provided larger number in AOA
(a) in case of a public company, –
| 5 Members | If on the date of meeting no. of member below 1000 |
| 15 Members | If on the date of meeting no. of member more than 1000 up-to 5000 |
| 30 Members | Id on the date of Meeting no. of members more than 5000 |
(b) in case of a private company: two Members personally present.
Where the Quorum provided in the Articles is higher than that provided under the Act, the Quorum shall conform to such higher requirement. Proxies shall be excluded for determining the Quorum.
9. Chairperson
The Chairperson of the Board shall take the Chair and conduct the Meeting. If the Chairperson is not present within fifteen minutes after the time appointed for holding the Meeting, or if he is unwilling to act as Chairperson of the Meeting, or if no Director has been so designated, the Directors present at the Meeting shall elect one of themselves to be the Chairperson of the Meeting. If no Director is present within fifteen Minutes after the time appointed for holding the Meeting, or if no Director is willing to take the Chair, the Members present shall elect, on a show of hands, one of themselves to be the Chairperson of the Meeting, unless otherwise provided in the Articles.
The Chairperson shall explain the objective and implications of the Resolutions before they are put to vote at the Meeting.
In case of Public companies, the Chairperson shall not propose any Resolution in which he is deemed to be concerned or interested nor shall he conduct the proceedings for that item of business.
10. Proxies: A Member entitled to attend and vote is entitled to appoint a Proxy, or where that is allowed, one or more Proxies, to attend and vote instead of himself and a Proxy need not be a Member.
Note:
A Proxy can act on behalf of Members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the company carrying Voting Rights. However, a Member holding more than ten percent of the total share capital of the company carrying Voting Rights may appoint a single person as Proxy for his entire shareholding and such person shall not act as a Proxy for another person or shareholder.
An instrument of Proxy duly filled, stamped and signed, is valid only for the Meeting to which it relates including any adjournment thereof
An instrument of Proxy is valid only if it is properly stamped as per the applicable law. Unstamped or inadequately stamped Proxies or Proxies upon which the stamps have not been cancelled are invalid.
Invalid Proxies
1. Proxy form which does not state the name of the Proxy
2. Undated Proxy
3. If a company receives multiple Proxies for the same holdings of a Member, the Proxy which is dated last shall be considered valid; if they are not dated or bear the same date without specific mention of time, all such multiple Proxies shall be treated as invalid.
Proxies shall be deposited with the company either in person or through post not later than forty-eight hours before the commencement of the Meeting in relation to which they are deposited and a Proxy shall be accepted even on a holiday if the last date by which it could be accepted is a holiday.
Revocation of Proxies
If a Proxy had been appointed for the original Meeting and such Meeting is adjourned, any Proxy given for the adjourned Meeting revokes the Proxy given for the original Meeting.
A Proxy later in date revokes any Proxy/Proxies dated prior to such Proxy.
A Proxy is valid until written notice of revocation has been received by the company before the commencement of the Meeting or adjourned Meeting, as the case may be.
When a Member appoints a Proxy and both the Member and Proxy attend the Meeting, the Proxy stands automatically revoked.
11. Prohibition on Withdrawal of Resolutions
Resolutions for items of business which are likely to affect the market price of the securities of the company shall not be withdrawn. Further, any resolution proposed for consideration through e-voting shall not be withdrawn.
12. Adjournment of Meetings
A duly convened Meeting shall not be adjourned unless circumstances so warrant. The Chairperson may adjourn a Meeting with the consent of the Members, at which a Quorum is present, and shall adjourn a Meeting if so directed by the Members.
Meetings shall stand adjourned for want of requisite Quorum.
The Chairperson may also adjourn a Meeting in the event of disorder or other like causes, when it becomes impossible to conduct the Meeting and complete its business.
Maintenance of Minutes
Minutes shall be recorded in books maintained for that purpose
A distinct Minutes Book shall be maintained for Meetings of the Members of the company, creditors and others as may be required under the Act.
Minutes in electronic form shall be maintained with Timestamp
The pages of the Minutes Books shall be consecutively numbered. This shall be followed irrespective of a break in the Book arising out of periodical binding in case the Minutes are maintained in physical form
In the event any page or part thereof in the Minutes Book is left blank, it shall be scored out and initialled by the Chairperson who signs the Minutes.
Minutes shall not be pasted or attached to the Minutes Book or tampered with in any manner
Minutes of Meetings, if maintained in loose-leaf form, shall be bound periodically at least once in every three years
Minutes Books shall be kept at the Registered Office of the company.
Contents of Minutes
1. at the beginning the Meeting, name of the company, day, date, venue and time of commencement of the Meeting.
2. names of the Directors and the Company Secretary present at the Meeting
3. Election of the Chairperson of the Meeting
4. Record of presence of Quorum.
5. number of Members present in person including representatives.
6. The number of Proxies and the number of shares represented by them
7. presence of the Chairmen of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee or their authorised representatives.
8. Presence of Secretarial Auditor and Auditor or their representatives
9. opening remarks of the Chairperson
10. Reading of qualifications, observations or comments or other remarks on the financial transactions, which have any adverse effect on the functioning of the company, as mentioned in the report of the Auditors or Secretarial Audit Report
11. The time of commencement and conclusion of the Meeting
Recording of Minutes
Minutes shall contain a fair and correct summary of the proceedings of the Meeting.
Minutes shall contain a fair and correct summary of the proceedings of the Meeting.
Each item of business shall be numbered Numbering shall be in a manner which would enable ease of reference or
cross-reference.
Signing and Dating of Minutes
It must be sign (Initial each page and sign last page) and dated within 30 days by Chairperson or Director who was present in the meeting
Any blank space in a page between the conclusion of the Minutes and signature of the Chairperson shall be scored out.
Preservation of Minutes
Minutes of all Meetings shall be preserved permanently in physical or in electronic form with Timestamp
Minutes Books shall be kept in the custody of the Company Secretary if no cs by any Director duly authorise by the board.
Draft Format for Minute of AGM
MINUTES OF THE ……TH ANNUAL GENERAL MEETING OF MEMBERS OF XYZ LTD HELD ON…….DAY …………..DATE, 2021 AT …….TIME THROUGH VIDEO CONFERENCING (“VC”) OR OTHER AUDIO VISUAL MEANS (“OAVM”) OR AT REGISTERED OFFICE OF THE COMPANY …………..(ADDRESS) WEST BENGAL.
PRESENT:
| Sri | -Non executive/Non Independent Director |
| Sri | -Independent Director |
| Sri | -Managing Director |
| Sri | -Executive Director |
| Smt. | -Independent Director |
| Shri | -Whole time Director |
| Sri | -Statutory Auditor |
| Ms | -Company Secretary |
| Mr | -Scrutinizer of AGM |
| Sri | -CFO |
| And
…….Members present |
In attendance:
Ms. …………….. Company Secretary of the Company.
1. ELECTION OF CHAIRPERSON OF THE MEETING
Sri…………….. was unanimously elected as the Chairperson of the meeting.
2. OPENING REMARKS OF THE CHAIRPERSON
The Chairperson thanked and welcomed all the members present to the …..th Annual General Meeting of the Company and after ascertaining that the requisite quorum for the meeting was present, the Chairperson called the meeting to order.
The Chairperson informed the members that the Auditor’s Report and other relevant documents as mentioned in the notice convening 27th Annual General Meeting were kept open and accessible during the continuance of the meeting.
Further with the permission of the members present in the meeting the Notice along with relevant statements, the Audited Accounts and Director’s Report thereon along with the annexure for the financial year ended March 31, 2021, were taken as read.
The Chairperson informed the members that the Statutory Auditor’s Report contained some qualifications, observations or adverse remarks or disclaimer. Further, in terms of the provisions of Section 145 of the Companies Act, 2013 read with SS-2 (Secretarial Standards on General Meeting) only the qualifications, observations or comments, mentioned in the Auditor’s Report which have any adverse effect on the functioning of the company were required to be read at the general meeting. Accordingly, the qualifications, observations or adverse comments in the Auditor’s Report was read at the meeting.
Thereafter, the agenda of the meeting was taken up for consideration in the order set out in the notice.
ORDINARY BUSINESS:
ITEM NO. 1
TO RECEIVE, CONSIDER AND ADOPT THE AUDITED FINANCIAL
STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED
31ST MARCH 2021 TOGETHER WITH THE REPORTS OF BOARD OF
DIRECTORS AND AUDITORS THEREON.
The resolution set at item no. 1 of the notice pertaining to adoption of Annual Accounts for the Financial Year ended March 31, 2021 together with Director’s and Auditor’s report thereon was taken up for consideration with the consent of the Members present. The objective and implications of the Resolution were explained by the Chairperson and then invited the members to raise queries on the financial statements for the Financial Year 2020-21.
Thereafter the following resolution was proposed as an Ordinary Resolution:
“RESOLVED THAT the Financial Statements for the year ended March 31st, 2021 comprising Audited Balance Sheet as on March 31, 2021 and the Statement of Profit and Loss for the period from April 1, 2020 to March 31, 2021, Notes to accounts and Cash Flow Statements together with the Director’s and Auditor’s Report thereon be and are hereby approved and adopted.”
The Chairperson put the motion to vote on a show of hands and declared the same carried unanimously.
ITEM NO. 2
“RESOLVED THAT Shri …………….(DIN: ………………) who retire by rotation and being eligible, offers himself for re-appointment”.
The Chairperson put the motion to vote on a show of hands and declared the same carried unanimously.
ITEM NO. 3
TO APPOINT STATUTORY AUDITORS M/S. ……………….. & ASSOCIATES, CHARTERED ACCOUNTANTS:
To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution by approving the appointment of M/s. …………………. Chartered Accountants (ICAI Firm Registration No. …………) as Statutory Auditors of the Company effective July 30, 2021 till the conclusion of Thirty Two Annual General Meeting arising out of the casual vacancy caused in the office of Statutory Auditor.
“RESOLVED THAT pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), M/s …………, Chartered Accountants (ICAI Firm Registration No…………), be and are hereby appointed as Statutory Auditors of the Company to fill the casual vacancy”.
“RESOLVED FURTHER THAT M/s. ………. & Associates, Chartered Accountants (ICAI Firm Registration No. ………….), be and are hereby appointed as Statutory Auditors of the Company from this Annual General Meeting and that they shall hold the office of the Statutory Auditors of the Company from the conclusion of this meeting until the conclusion of the Thirty Two Annual General Meeting and shall conduct the Statutory Audit on such remuneration as may be agreed by Board of Directors of the Company from time to time.”
The Chairperson put the motion to vote on a show of hands and declared the same carried unanimously
SPECIAL BUSINESS
ITEM NO. 4
RE-APPOINTMENT OF MR. …………. (DIN: ………………….) AS A WHOLE TIME DIRECTOR OF THE COMPANY
To consider and if thought fit to pass with or without modification the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) pursuant to the recommendation of Nomination & Remuneration Committee, and the Articles of Association of the Company and subject to such consents, approval, as may deemed necessary, consent of the members of the Company be and is hereby accorded for the Re-appointment of Mr. …………… (DIN:……………….) as a Whole Time Director of the Company for a period of 5 (Five) years with effect from 29th October, 2021, on the terms and conditions as to remuneration, allowances, perquisites and other benefits as specified and set out in the annexed Explanatory Statement”.
“RESOLVED FURTHER THAT in the absence of inadequacy of the profits in any year, Mr. …………………….shall be entitled to receive and be paid as minimum remuneration in that year by way of salary, allowances, perquisites and other benefits as stated in the Explanatory Statement, subject however, to the necessary approvals and ceiling specified under Schedule V of the Companies Act, 2013 (including any statutory modification(s) and re-enactment thereof).”
The Chairperson put the motion to vote on a show of hands and declared the same carried unanimously
ITEM NO. 5
RE-APPOINTMENT OF MR. …………………(DIN:……………..) AS A MANAGING DIRECTOR OF THE COMPANY
To consider and if thought fit to pass with or without modification the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) pursuant to the recommendation of Nomination & Remuneration Committee, and the Articles of Association of the Company and subject to such consents, approval, as may deemed necessary, consent of the members of the Company be and is hereby accorded for the Re-appointment of Mr. ………….. (DIN:………….) as a Managing Director of the Company for a period of 5 (Five) years with effect from ……………, on the terms and conditions as to remuneration, allowances, perquisites and other benefits as specified and set out in the annexed Explanatory Statement”.
“RESOLVED FURTHER THAT in the absence or inadequacy of the profits in any year, Mr. ……………………… shall be entitled to receive and be paid as minimum remuneration in that year by way of salary, allowances, perquisites and other benefits as stated in the Explanatory Statement, subject however, to the necessary approvals and ceiling specified under Schedule V of the Companies Act, 2013 (including any statutory modification(s) and re-enactment thereof).”
The Chairperson put the motion to vote on a show of hands and declared the same carried unanimously
3. VOTE OF THANKS
There being no other matter to discuss in the meeting and the meeting concluded with a vote of thanks to the Chair at the end of the meeting.
Date of Signing:
Place:
CHAIRPERSON
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