Secretarial Standard on Notice of General Meeting seeks to prescribe a set of principles for the convening and conduction of General Meeting and matters relating thereto.This Standard also deals with conduct of e-voting and postal ballot.
If any time there is any amendment come into Companies Act, 2013 and such changes or any provisions of Companies Act, 2013 are contradictory to the Secretarial Standard than “Provisions of Companies Act will prevail over Secretarial Standard”.
Applicability & Non Applicability:
These Standards are applicable mutatis mutandis to meeting of debenture-holders and creditors.
A Meeting of the Members or class of Members or debenture-holders or creditors of a Company under the direction 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 meeting.
SOME IMPORTANT DEFINITIONS:
|CHAIRMAN||Chairman of the Board or its Committee, as the case may be, or The Chairman appointed or elected for a Meeting.|
|CALENDAR YEAR||Calendar year as per Gregorian calendar i.e. a period of one year which begins on 1st January and ends on 31st December|
|MAINTENANCE||Keeping of registers and records either in physical or electronic form, as may be permitted under any law for the time being in force, and includes the making of appropriate entries therein, the authentication of such entries and the preservation of such physical or electronic records|
|MINUTES||A formal written record, in physical or electronic form, of the proceedings of a Meeting|
|MINUTES BOOK||A Book maintained in physical or in electronic form for the purpose of recording of Minutes.|
|ORDINARY BUSINESS||Means business to be transacted at an Annual General Meeting:a) The consideration of Financial Statement, consolidated financial statement, if any.b) The declaration of any dividendc) The appointment of Director in the place of those retiring
d) The appointment or ratification thereof and fixing of remuneration of the Auditors.
|REMOTE E-VOTING||The facility of casting votes by a member using an electronic voting system from a place other than venue of a General Meeting.|
|NATIONAL HOLIDAY||Republic Day i.e. 26th January,Independence Day i.e. 15th August,Gandhi Jayanti i.e. 2nd October andSuch other day as may be declared as National Holiday by the Central Government.|
PROVISIONS RELATING TO NOTICE OF GENERAL MEETING;
A. Persons to whom Notice will be Sent:
Notice in writing of every General Meeting shall be given to:
B. Address at which Notice will be Sent:
|PERSON WHO IS ENTITLED TO RECEIVE NOTICE||ADDRESS AT WHICH NOTICE SHALL BE SEND|
|In case of Members||Notice shall be given at the address registered with the Company or depository.|
|In case of shares or other securities held Jointly by two or more persons.||Notice shall be given to the person whose name appears first as per records of the Company or the depository.|
|In case of Director||At the email address provided by them to Company, if being sent by electronic means.|
|In case of Statutory Auditor||At the email address provided by them to Company|
|In case of Secretarial Auditor||At the email address provided by them to Company|
|In case of any other person who is entitled to receive Notice||The same shall be given to such person at the address provided by him.|
C. Modes of Sending of Notice:
D. Disclosure on Website:
E. Time Period for Calling of Notice:
Notice convening a Meeting and accompanying documents shall be given at least TWENTY ONE clear days before the date of the Meeting, unless the Articles prescribe a longer period.
In case the company sends the Notice by Speed Post or by registered post or by courier, An Additional Two Days Shall be Added for the service of Notice.
Twenty One Clear Days: For the purpose of reckoning 21 clear days notice, the day of sending of the Notice and the day of Meeting shall not be counted
F. Notice of General Meeting In case of DEATH of Member:
|Where the company has received intimation of death of member, the Notice of Meeting shall be sent as under|
|Where the securities held Singly||To the Nominee of the Single Holder|
|Where securities are held by more than one person Jointly and any Joint Holder Dies||To the surviving First Joint Holder|
|Where securities are held by more than one person Jointly and all the Joint Holder Dies||To the nominee appointed by the Joint Holders.|
|In case of absence of Nominee||Notice will 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.|
G. Place of holding of General Meeting:
i. Annual General Meeting:
ii. Extra Ordinary General Meeting:
iii. General Meeting called by Requisitionists:
H. Particular of Notice:
The Notice shall include the followings:
Special Business:In case of Special Business in Notice of General Meeting
Ordinary Business:In case of Ordinary Business in Notice of General Meeting
DOCUMENTS ACCOMPANIES WITH NOTICE:
I. Calling of General Meeting 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 95% (Ninety Five Percent) of the Members entitled to vote at such meeting.
J. Provision for postpone or cancellation of Meeting:
K. Explanatory Statement:
i. Nature of Concern & Interest: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.
iii. Appointment or Reappointment of Director:In all cases relating to the Appointment or re-appointment of director and/or fixation of remuneration of Directors following below mention details required to be given in explanatory Statement:
i. If company fails to send notice in accordance with the Standard ‘No business shall be transact at the Meeting.
ii. A resolution shall be valid only if is passed in respect of an item of ‘business contained in the Notice convening the Meeting’ or ‘it is specifically permitted under the Act’.
iii. A meeting convened upon due notice shall not be postponed or cancelled.
iv. Amendment to the Notice:Any amendment to the Notice, including the addition of any item of business, can be made provided the Notice of amendment is given to all persons entitled to receive the Notice of the Meeting at least 21 clear days before the Meeting.
v. If notice sent through Email: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 send and copy of such record and any Notices of any failed transmissions and subsequent resending shall be retained by or on behalf of the Company as “proof of Sending”.
vi. Proxy:Notice of Company shall prominently contain a statement that a member entitled to attend and vote is entitled to appoint a proxy. Proxy need not to be member.
vii. Day of calling of Meeting:
viii. Item Specifically permitted under the Act:
a) Proposed Resolutions, the notice of which has been given by Members;
b) Resolutions requiring special notice, if received with the intention to move;
c) Candidature for Directorship, if any such notice has been received.
Special Notice: In case of valid Special Notice under the Act has been received from Members(s)
ix. Documents required sending along with Notice of Annual General Meeting:
|S. No.||Name of Document|
|3.||Request for consenting shorter Notice, if any|
|6.||Profit & Loss Account|
|7.||Cash flow Statement|
(Author – CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be contacted at email@example.com)