Schedule of Amendments to Revised Secretarial Standard on General Meetings (SS-2)

S. No. Para No. Existing SS Revised Text Rationale
1 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. 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 class or classes of companies which are exempted by the Central Government through notification.

However, Section 8 companies need to comply with the applicable provisions of the Act relating to General Meetings.

To reflect the effect of MCA’s Exemption Notification dated 5thJune, 2015 in respect of Section 8 Companies as these are exempted from the compliance of Section 118.

Clarity is also provided that the other provisions of the Act relating to General meetings are still applicable to Section 8 Company.

2 Definition “National Holiday” includes Republic Day, i.e., 26th January, Independence Day, i.e., 15th August, Gandhi Jayanti, i.e., 2nd October and such other day as may be declared as National Holiday by the Central Government. “National Holiday” includes means Republic Day,- i.e.,- 26th January, Independence Day,-
i.e.,- 15th August, Gandhi Jayanti,- i.e.,- 2nd October and such other day as may be declared as National Holiday by the Central Government.
For better drafting the word “includes” is replaced with “means”
3 Definition “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.

 

To bring in more clarity to the definition of “Secretarial Auditor”. A firm of Company Secretaries may also be appointed as Secretarial Auditor by the corporates and accordingly the addition is made.
4 1.2.1 New Insertion 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.

 

To reflect the effect of MCA’s Exemption Notification dated 5thJune 2015 in respect of a Nidhi Company.
5 1.2.2 Para 2 The company shall ensure that it uses a system which produces confirmation of the total number of recipients e-mailed and a record of each recipient to whom the Notice has been sent and copy of such record and any Notices of any failed transmissions and subsequent re-sending shall be retained by or on behalf of the company as “proof of sending”. The company shall ensure that it uses a system which produces confirmation of the total number of recipients e-mailed and a record of each recipient to whom the Notice has been sent and copy of such record and any Notices of any failed transmissions and subsequent re-sending shall be retained by or on behalf of the company as “proof of sending” for such period as decided by the Board, which shall not be less than three years from the date of the Meeting.

 

To facilitate ease of doing business, a minimum time period is provided for preserving proof of sending by the company. The queries of stakeholders regarding period of maintenance of such records now get solved by this amendment as the discretion is given to the Board of Directors to decide the period of retention of such records, in any case not less than 3 years from the date of the meeting.
6 1.2.2 Para 5 If a Member requests for delivery of Notice through a particular mode, other than one of those listed above, he shall pay such fees as may be determined by the company in its Annual General Meeting and the Notice shall be sent to him in such mode. If a Member requests for delivery of Notice through a particular mode, other than the one followed by the company, of those listed above, he shall pay such fees as may be determined by the company in its Annual General Meeting and the Notice shall be sent to him in such mode. For better clarity in alignment with provisions of law.

There were Queries from the stakeholder’s regarding the specific mode(s) followed by the company for delivery of notice and members demanding Notice from any other mode. For such cases, the clarity is provided by this amendment in line with Section 20(2) of the Companies Act, 2013.

7 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 simultaneously be hosted on the website till the conclusion of the Meeting.

In case of a private company, the Notice shall be hosted on the website of the company, if any, unless otherwise provided in the Articles.

To give clarity on the minimum time period for hosting Notice on the website of the company. The clarity is also provided as to when the notice is to be placed on the website.

To reflect the effect of MCA’s Exemption Notification dated 5th June 2015 in respect of Private Companies.

8 1.2.4 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 Notice shall contain complete particulars of the venue of the Meeting including route map and prominent land mark, if any, for easy location, except in case of :-

(i) a company in which only its directors and their relatives are members,

(ii) a wholly owned subsidiary

In case of companies having a website, the route map shall be hosted along with the Notice on the website.

The spirit of the Standard is to enable easy location of the venue of Meeting. Accordingly, the route-map and prominent landmark should be provided in the Notice.

However, exemption is provided in case of a company where only the directors and their relatives are members and in case of “wholly owned subsidiary”.

9 1.2.4 Para 2 Meetings shall be called during business hours, i.e., between 9 a.m. and 6 p.m., on a day that is not a National Holiday. A Meeting called by the requisitionists shall be convened only on a working day. An Annual General Meetings and a Meeting called by the requisitionists shall be called during business hours, i.e., between 9 a.m. and 6 p.m., on a day that is not a National Holiday.

A Meeting called by the requisitionists shall be convened only on a working day of the company.

Revised text to reflect the effect of amendment in explanation to Rule 17 (2) of Companies (Management and

Administration) Rules, 2014 vides

MCA Notification dated 23rd September 2016.

10 1.2.4 New Insertion Notice of Annual General Meeting shall also specify the serial number of the Meeting.

Added with a requirement of serial number in case of every Annual General Meeting.

Download The Schedule of Amendments to SS-2 

Source- ICSI

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