CS Raghav Bansal
Overview: Secretarial standard on general meeting issued by the Institute of company secretaries of India and approved by central government. The aim of secretarial standard is to promote good corporate governance. The standards are basically compilation of good secretarial practices with a view to ensure proper corporate governance. 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 Secretarial Standard 2 provides for the following, details:
Effective Date: 01/07/2015
1. Notice of General Meeting
|Notice of General Meeting||
Notice in writing of every meeting shall be given to following person:
• Every member of the company• Directors
• Auditors of the company(Refer sec.146)
• The Secretarial Auditor
• The debenture trustee if any
• Wherever applicable or so required to other specified person
• By Hand
• By Speed Post
• By Ordinary Post
• By Registered Post
• By Courier
• By facsimile (An exact Copy)
• By Email or by another Electronic Means
In case of companies having a website, the Notice shall be hosted on the website.
|Entitlement to Receive Notice||
In case of Member:
Notice shall be given at the address registered with the Company or depository.
In case of shares held jointly by two or more person:
the Notice shall be given to the person whose name appears first as per records of the Company or the depository.
Where the company has received intimation of death of a Member:
Notice shall be sent as under:
• where securities are held singly, to the Nominee of the single holder;
• where securities are held by more than one person jointly and one joint holder dies, to the surviving first joint holder;
• where securities are held by more than one person jointly and all the joint holders die, to the Nominee appointed by all the joint holders;
In the absence of a Nominee:
the Notice shall be sent to the legal representative of the deceased Member.
In case of insolvency of a Member
the Notice shall be sent to the assignee of the insolvent Member.
In case the Member is a company or body corporate which is being wound up,
Notice shall be sent to the liquidator.
|Issuance of Notice||
Notice Shall be issued by:
1.) The Company Secretary OR
2.) Where there is no CS by any director OR
any person authorized by the Board.
|Day, time & Place of meeting||
Day & Time: Meetings shall be called during business hours between 9.00am to 6.00pm on a day that is not a national holiday.
Place: AGM or a meeting called by the requisitionists shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated. And any other general meeting may be held at any place in India.
Notice shall contain complete particulars of the venue of the Meeting including route map and prominent land mark for easy location. In case of companies having a website, the route map shall be hosted along with the Notice on the website.
|Disclosure of Interest of Director||
The nature of the concern or interest (financial or otherwise), if any, of the following persons, in any special item of business or in a proposed Resolution, shall be disclosed in the explanatory statement:
(a) Directors and Manager,
(b) Other Key Managerial Personnel; and
(c) Relatives of the persons mentioned above
|Notice Time Period||
At Least 21 clear days notice before the date of meeting unless AOA prescribes longer period an additional 2 days shall be added for the service of notice.
Note: For the purpose of reckoning twenty-one days clear Notice, the day of sending the Notice and the day of Meeting shall not be counted.
|Calling of GM by shorter notice||Notice and accompanying documents may be given at a shorter period of time if consent in writing is given thereto, by physical or electronic means, by not less than ninety-five per cent of the Members entitled to vote at such Meeting.|
|Documents to be attached with Notice||
1.) Attendance slip
2.) A Proxy form with clear instructions for filling, stamping, signing and/or depositing the Proxy form.
|Cancellation of the meeting convened Upon due notice.||
If, a Meeting cannot be held on the date originally fixed, the Board may reconvene the Meeting, to transact the same business as specified in the original Notice, after giving not less than three days (previously it was seven days) intimation to the Members.
The intimation shall be either sent individually in the manner stated in this Standard or published in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and in an English newspaper in English language, both having a wide circulation in that district.
2. Frequency of Meetings
|Annual General Meeting||
1. Every company should, in each year, hold a Meeting called the Annual General Meeting.
2. Every company shall hold its first Annual General Meeting within 9 months from the date of closing of the first financial year of the company.
3. The AGM shall be conducted thereafter in each Calendar Year within 6 months of the close of the financial year.
The interval between the two successive meetings shall not be more than fifteen months.
Note: The aforesaid period of six months or interval of fifteen months may be extended by a period not exceeding three months with the prior approval of the Registrar of Companies.
|Quorum should be present throughout the meeting||
Quorum Shall be present not only at the time of commencement of the meeting but THROUHOUT THE MEETING
Minimum 2 members personally present
–Quorum Number of member as on date of meeting
5 – Less than 1000
15–More than 1000 but less than 5000
30-More than 5000
Proxies shall be excluded for determining the Quorum.
4. Presence of Directors and Auditors
|Presence of Director and Auditors||Director
Every Director shall attend the General Meeting, If any Director is unable to attend the Meeting, the Chairman shall explain such absence at the meeting.
The Auditors, unless exempted by the company, shall, either by themselves or through their authorized representative, attend the General Meetings of the company and shall have the right to be heard at such Meetings on that part of the business which concerns them as Auditors.
• The Chairman of the company shall be the chairman of the board.
• If the Chairman is not present within 15 minutes after the time appointed for holding the Meeting, or if he is unwilling to act as Chairman of the Meeting, the directors present at the meeting may elect one of themselves to be the chairman 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 Chairman of the Meeting, unless otherwise provided in the Articles.
• If poll is demanded for election of Chairman it shall be taken forthwith in accordance with the provisions of the Act.
• The Chairman elected on a show of hands shall continue to be the Chairman as a result of the Poll and
• Such other person shall be the Chairman for the rest of the Meeting.
|Members right to appoint proxy||
A member entitled to attend and vote is entitled to appoint Proxy.
• A proxy need not be a member except in case of companies with charitable objects.
• 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. But if he appointed for more than 50 companies then he shall choose and confirm the same to the company.
|Signatures at form||
The instrument of Proxy shall be signed by the appointer or his attorney duly authorized in writing,
If the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorized by it.
An instrument of Proxy duly filled, stamped and signed, is valid only for the Meeting to which it relates including any adjournment thereof.
|Deposit of proxies||It should be deposit with the Company at least 48 hour before the commencement of the Meeting|
|Mode of sending||Either in person or post.|
|Record of Proxies||All Proxies received by the company shall be recorded chronologically in a register kept for that purpose.|
• Every company which required or opts to provide E-voting facility to its member shall comply with the provision regarding it.
• Every company providing E-voting facility shall offer such facility to all the members, irrespective of whether they hold shares in electronic form or physical form.
• The E-voting facility shall remain open for not less three days.
• The voting period shall close at 5 p.m. on the day preceding the date of the General Meeting.
|Who shall approve E-voting Process||The Board shall:
Appoint one or more scrutinizers for e-voting or the ballot process.
• Scrutinizer can be any person (CA/CS/CWA or any other person of repute who is not in employment of the company and who can, in the opinion of the Board, scrutinize the e-voting process or the ballot process, as the case may be, in a fair and transparent manner.
• appoint an Agency;
• decide the cut-off date for the purpose of reckoning the name of members who are entitled to voting rights.
• authorize the chairman or in his absence any director to receive the scrutinizer registers report on e-voting and other related papers with requisite details.
|Mode of sending thenotice||
Notice of the Meeting, wherein the facility of e voting is provided, shall be sent either by
• registered post or
• speed post or
• by courier or
• by e-mail or
• by any other electronic means.
An advertisement containing prescribed details shall be published, immediately on completion of dispatch of notices for meeting but atleast twenty one days before the date of the General Meeting, at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated and having a wide circulation in that district and at least once in English language in an English newspaper, having country-wide circulation, and specifying therein the items specified in 8.5 of the Secretarial Standards.
• If the Company has a website, it shall be published on the website of the company also till the date of General Meeting.
• Notice shall inform the Members about procedure of Remote e-voting, availability of such facility and provide necessary information thereof to enable them to access such facility.
8. Adjournment of Meeting
|If a Meeting is adjourned||For Period 30 days or More
If a Meeting is adjourned sine-die or for a period of thirty days or more, a Notice of the adjourned Meeting shall be given in accordance with the provisions contained hereinabove relating to Notice.(Refer 1.2 Notice point of secretarial standard-
II)For Period Less than 30days
If a Meeting is adjourned for a period of less than thirty days, the company shall give not less than three days’ Notice specifying the day, date, time and venue of the Meeting, to the Members either individually or by publishing an advertisement in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and in an English newspaper in English language, both having a wide circulation in that district.
|Serving of Notice of Adjourned meeting||If a Meeting, other than a requisitioned Meeting, stands adjourned for want of Quorum, the adjourned Meeting shall be held on the same day, in the next week at the same time and place or on such other day, not being a National Holiday, or at such other time and place as may be determined by the Board.If a Meeting is adjourned for want of a Quorum to the same day on the next week, at the same time and place or with a change of day, time or place, the company shall give not less than three days’ Notice specifying the day, date, time and venue of the Meeting, to the Members either individually or by publishing an advertisement in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and in an English newspaper in English language, both having a wide circulation in that district.|
|Maintenance of Minutes||
Minutes shall be recorded in books maintained for that purpose.
A different minutes books shall be prepared for minutes for the members of the company, creditors and others as may be required under the Act.
Minutes may be maintained in electronic form in such manner as prescribed under the Act and as may be decided by the Board.
In the event any page or part thereof in the Minutes Book is left blank, it shall be scored out and initialed by the Chairman who signs the Minutes.
Every company shall, however, follow a uniform and consistent form of maintaining the Minutes. Any deviation in such form of maintenance shall be authorized by the Board.
Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner.
Minutes Books shall be kept at the Registered Office of the company or at such other place, as may be approved by the Board.
|Content of Minutes||Content of Minutes is provided in the point number 17.2 of secretarial standard on general meeting.|
|Recording of Minutes||
Minutes shall contain a fair and correct summary of the proceedings of the Meeting.The Company Secretary shall record the proceedings of the Meetings. Where there is no Company Secretary, any other person authorised by the Board or by the Chairman in this behalf shall record the proceedings.Minutes shall be written:
• In clear
• And plain language
• In third person and past tense
Resolutions however be written in present tense.
|Entry in the Minutes Book||Minutes shall be entered in the Minutes Book within thirty days from the date of conclusion of the Meeting.|
|Signing and dating of minutes||Minutes of a General Meeting shall be signed and dated by the Chairman of the Meeting or in the event of death or inability of that Chairman, by any Director who was present in the Meeting and duly authorized by the Board for the purpose, within thirty days of the General Meeting.The Chairman shall initial each page of the Minutes, sign the last page and append to such signature the date on which and the place where he has signed the Minutes.|
|Inspection and Extracts of Minutes||Minutes Shall be inspected by:
• Directors and Members are entitled to inspect the Minutes of all General Meetings including Resolutions passed by postal ballot.
• The Company Secretary in Practice appointed by the company
• The Secretarial Auditor, the Statutory Auditor
• The Cost Auditor or the Internal Auditor of the company
|Custody||Minutes Books shall be kept in the custody of the Company Secretary.|
(Author – CS Raghav Bansal, is a Company Secretary in Practice at fidelity advisors from Delhi and can be contacted at firstname.lastname@example.org & email@example.com)