SS-2 Secretarial Standard on General Meetings of Companies

 CS Kiran Mukadam

Synopsis of SS-2 Secretarial Standard on General Meetings of Companies

1. Convening a Meeting-

· A General Meeting shall be convened by or on the authority of the Board

· Notice in writing of every Meeting shall be given to every Member of the company. Such Notice shall also be given to the Directors and Auditors of the company, to the Secretarial Auditor, to Debenture Trustees, if any,

· Mode of Delivery of Notice- speed post or registered post or courier or facsimile or e-mail

· In case of companies having a website, the Notice shall be hosted on the website.

· Notice shall specify the day, date, time and full address of the venue of the Meeting.

· 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. 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.

· Notice shall clearly specify the nature of the Meeting and the business to be transacted thereat. In respect of items of Special Business, each such item shall be in the form of a Resolution and shall be accompanied by an explanatory statement

· Notice and accompanying documents shall be given at least twenty-one clear days in advance of the Meeting.

· 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

2. Frequency of Meetings

· First AGM- 9 Months from date of closing of first financial year

· Subsequent AGM- 6 Months from date of closing of financial year

· Maximum Gap between two succeeding AGM=15 Months

3. Quorum:

· Quorum shall be present throughout the Meeting.

· Private Company= Minimum Two members personally present

· Public Company – Minimum five Members personally present if the number of Members as on the date of Meeting is not more than one thousand; (ii) fifteen Members personally present if the number of Members as on the date of Meeting is more than one thousand but up to five thousand; (iii) thirty Members personally present if the number of Members as on the date of the Meeting exceeds five thousand;

4. Presence of Directors and Auditors

· If any Director is unable to attend the Meeting, the Chairman shall explain such absence at the Meeting. The Chairman of the Audit Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee, or any other Member of any such Committee authorised by the Chairman of the Committee to attend on his behalf, shall attend the General Meeting

· Directors who attend General Meetings of the company and the Company Secretary shall be seated with the Chairman.

· The Auditors/ Secretarial Auditor unless exempted by the company, shall, either by themselves or through their authorised 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

5. Chairman

· The Chairman of the Board shall take the chair and conduct the Meeting

· The Chairman shall explain the objective and implications of the Resolutions before they are put to vote at the Meeting.

· In case of public companies, the Chairman 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.

6. 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.

· 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

· 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.

· The Proxy-holder shall prove his identity at the time of attending the Meeting.

· 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.

· Requisitions, if any, for inspection of Proxies shall be received in writing from a Member entitled to vote on any Resolution at least three days before the commencement of the Meeting. Proxies shall be made available for inspection during the period beginning twenty-four hours before the time fixed for the commencement of the Meeting and ending with the conclusion of the Meeting

· All Proxies received by the company shall be recorded chronologically in a register kept for that purpose.

7. Voting

· Every Resolution shall be proposed by a Member and seconded by another Member.

· A Member who is a related party is not entitled to vote on a Resolution relating to approval of any contract or arrangement in which such Member is a related party.

· 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.

· 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. Also, Notice will be placed on website of the Company.

· The scrutinisers’ register, report and other related papers received from the scrutiniser(s) shall be kept in the custody of the Company Secretary or any other person authorised by the Board for this purpose.

8. The qualifications, observations or comments or other remarks on the financial transactions or matters which have any adverse effect on the functioning of the company, if any, mentioned in the Auditor’s Report or qualification marks of the Secretarial Auditor in his report shall be read at the Annual General Meeting and attention of the Members present shall be drawn to the explanations / comments given by the Board of Directors in their report.

9. No gifts, gift coupons, or cash in lieu of gifts shall be distributed to Members at or in connection with the Meeting.

10. Minutes

· A company may maintain its Minutes in physical or in electronic form with Timestamp.

· The pages of the Minutes Books shall be consecutively numbered.

· Minutes Books shall be kept at the Registered Office of the company or at such other place, as may be approved by the Board.

· Minutes shall state, at the beginning the Meeting, name of the company, day, date, venue and time of commencement and conclusion of the Meeting.

· Minutes shall record the names of the Directors and the Company Secretary present at the Meeting.

· Each item of business taken up at the Meeting shall be numbered.

· Minutes shall be entered in the Minutes Book within thirty days from the date of conclusion of the Meeting. The date of entry of the Minutes in the Minutes Book shall be recorded by the Company Secretary.

· 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 authorised 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. Any blank space in a page between the conclusion of the Minutes and signature of the Chairman shall be scored out. If the Minutes are maintained in electronic form, the Chairman shall sign the Minutes digitally.

· Extract of the Minutes shall be given within 7 days from date of demand, only after the Minutes have been duly signed. However, any Resolution passed at a Meeting may be issued even pending signing of the Minutes, provided the same is certified by the Chairman or any Director or the Company Secretary.

· Minutes of all Meetings shall be preserved permanently in physical or in electronic form with Timestamp.

· Office copies of Notices, scrutiniser’s report, and related papers shall be preserved in good order in physical or in electronic form for as long as they remain current or for eight financial years, whichever is later and may be destroyed thereafter with the approval of the Board

· Contents-

Ø The Record of election, if any, of the Chairman of the Meeting.

Ø The fact that certain registers, documents, the Auditor’s Report and Secretarial Audit Report, as prescribed under the Act were available for inspection.

Ø The Record of presence of Quorum.

Ø The number of Members present in person including representatives.

Ø The number of proxies and the number of shares represented by them.

Ø The presence of the Chairmen of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee or their authorised representatives.

Ø The presence if any, of the Secretarial Auditor, the Auditors, or their authorised representatives, the Court/Tribunal appointed observers or scrutinisers.

Ø Summary of the opening remarks of the Chairman.

Ø Reading of qualifications, observations or comments or other remarks on the financial transactions or matters which have any adverse effect on the functioning of the company, as mentioned in the report of the Auditors.

Ø Reading of qualifications, observations or comments or other remarks as mentioned in the report of the Secretarial Auditor.

Ø Summary of the clarifications provided on various Agenda Items.

Ø In respect of each Resolution, the type of the Resolution, the names of the persons who proposed and seconded and the majority with which such Resolution was passed.

Ø In the case of poll, the names of scrutinisers appointed and the number of votes cast in favour and against the Resolution and invalid votes.

Ø If the Chairman vacates the Chair in respect of any specific item, the fact that he did so and in his place some other Director or Member took the Chair.

Ø The time of commencement and conclusion of the Meeting.

Ø In respect of Resolutions passed by e-voting or postal ballot, a brief report on the e-voting or postal ballot conducted including the Resolution proposed, the result of the voting thereon and the summary of the scrutiniser’s report shall be recorded in the Minutes Book and signed by the Chairman or in the event of death or inability of the Chairman, by any Director duly authorised by the Board for the purpose, within thirty days from the date of passing of Resolution by e-voting or postal ballot.

11. 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. 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. If, within half an hour from the time appointed for holding a Meeting called by requisitionists, a Quorum is not present, the Meeting shall stand cancelled. At an adjourned Meeting, only the unfinished business of the original Meeting shall be considered.

12. Every listed company shall prepare a report on Annual General Meeting in the prescribed form, including a confirmation that the Meeting was convened, held and conducted as per the provisions of the Act.

13. Items to be transacted only through postal ballot-

· alteration of the objects clause of the memorandum and in the case of the company in existence immediately before the commencement of the Act, alteration of the main objects of the memorandum

· alteration of articles of association in relation to insertion or removal of provisions which are required to be included in the articles of a company in order to constitute it a private company

· change in place of registered office outside the local limits of any city, town or village

· change in objects for which a company has raised money from public through prospectus and still has any unutilized amount out of the money so raised

· issue of shares with differential rights as to voting or dividend or otherwise

· variation in the rights attached to a class of shares or debentures or other securities

· buy-back of shares by a company

· appointment of a Director elected by small shareholders

· sale of the whole or substantially the whole of an undertaking of a company or where the company owns more than one undertaking, of whole or substantially the whole of any of such undertakings

· giving loans or extending guarantee or providing security in excess of the limit specified

· any other Resolution prescribed under any applicable law, rules or regulations

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