Secretarial Standard 2
General Meeting
As per Section 118(10)
of The Companies Act, 2013, every company shall observe
Secretarial Standards with respect to General Meetings and Board Meetings
specified by the Institute of Company Secretaries of India constituted under Section
3 of the Company Secretaries Act, 1980, and approved as such by the Central
Government.
MCA has notified the Secretarial Standard
2 (General Meeting) vide LetterNo.1/3/2014/CL/I dated 10th Day of
April 2015 which got effective form 1st day of July 2015.
Steps involved in convening General Meeting (SS-2)
Convening
Frequency
Quorum
Presence
of Directors, Auditors
Proxies
Voting
Conduct
of E-voting
Reading
of Report
Passing of Resolution
Minutes
General
Meeting (SS-2)
Applicability:
Applicable to the Annual General and Extra Ordinary General Meetings of
all Companies Incorporated in India.
Exemption:
One Person Company (OPC) in which there is only one director on its Board.
Kindly note that the OPC having more than one director shall have to comply with
SS-2.
Convening/Authority:
A general meeting shall be convened by or on the
authority of the board. If the board fails to convene the members may approach
the prescribed authority to convene the meeting.
The
board may also, whenever it deems fit, call an extra-ordinary general meeting
of the company on the requisition of the members who hold, as on the date of
the receipt of a valid requisition prescribed voting rights:
·
In the case of Company having a Share
Capital, not less than 1/10th of the paid up share capital carrying
Voting Rights; or
· In the case of a Company not having share
capital, not less than 1/10th of total voting power of the Company
If, the board, fails to call such meeting within the
prescribed time limit, the requisitionists may themselves call and hold the
meeting.
Frequency of Meetings
Annual
General Meeting – Every company shall in each calendar year hold a general
meeting called the Annual General Meeting (AGM) within prescribed time limits.
[First AGM shall be within 9 months from the close of first financial year. If
first AGM is held within 9 months from end of first financial year it is not
required to hold any AGM in calendar year of its incorporation.]
Extra-Ordinary
General Meeting – 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.
Notice
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, and,
wherever applicable or so required, to other specified persons.
Notice shall be sent by hand, by ordinary
post, by speed post, by registered post, by courier or by facsimile or by
e-mail or by any other electronic means.
Notice and accompanying documents shall be given at least 21 clear days
in advance of the Meeting.
Notice shall specify the day, date, time and full address of the venue of
the Meeting including Route Map & Prominent Land Mark for easy location.
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.
The company shall ensure that it uses a system which produces
confirmation of the total number of recipients e-mailed and 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 resending shall be retained
by or on behalf of the company as ‘‘Proof of sending’’.
In case of companies having a Website, the Notice shall be hosted on the
website.
It shall clearly specify the nature of the meeting and the business to
be transacted, further in respect of special business, each item shall be in
the form of a Resolution.
If consent in writing given by 95% of the members then shorter notice can
be given.
No items other than those specified in the notice shall be taken up at
the meeting.
If any proposed resolution contains any reference to document, contract,
agreement, the Memorandum of Association or Articles of Association, the
relevant explanatory statement shall state that such documents are available
for inspection and such documents shall be so made available for inspection in
physical or in electronic form during specified business hours at the
Registered Office of the company and copies thereof shall also be made
available for inspection in physical or electronic form at the Head Office as
well as Corporate Office of the company, if any, if such office is situated
elsewhere, and also at the Meeting.
Quorum
Private Limited Company:
Minimum No. of Members required being present
“Two Members Personally Present”.
Public Company:
In case of Public Company “Minimum Present of
Members required”
5 members personally present if the number of
Members as on the date of Meeting is not more than 1000.
15 members personally present if the number of
Members as on the date of Meeting is more than 1000 but upto 5000.
30 members personally present if the number of
Members as on the date of Meeting exceeds 5000.
Quorum shall be present throughout the
Meeting.
Quorum shall be present not only at the time
of commencement of the Meeting but also while transacting business.
One person can be an authorised representative
of more than one body corporate. In such a case, he is treated as more than one
Member present in person for the purpose of Quorum. However, to constitute a
Meeting, at least two individuals shall be present in person.
Presence of Directors and Auditors
Directors:
If any Director is unable to attend the Meeting, the Chairman shall
explain such absence at the Meeting.
Auditors &
Secretarial Auditors
The Auditors & Secretarial Auditors, unless exempted
by the company, shall, either by themselves or through their authorised
representative (Qualified to be an Auditor or Secretarial Auditor), 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.
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.
If the Chairman is not present within 15
minutes after the time appointed for holding of Meeting, or
If he is unwilling to act as Chairman of the
Meeting, or
If no Director has been so designated.
(In above three situations) The Director
present at the Meeting shall elect one of them to be the Chairman of the
Meeting.
Proxy form
An Instrument appointing a proxy shall be in a form
set out in Act (MGT-11).
An instrument of Proxy duly filed, stamped and
signed, is valid only for the Meeting to which it relates including any adjournment.
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.
The proxy-holder shall prove his identity at the
time of attending the Meeting.
Proxies shall be deposited with the company
either in person or through post within forty-eight hours before commencement
of the meeting.
If company receive multiple proxies for the
same holdings of the Member and they are not dated or bear the same date
without mention of time, all such multiple proxies shall be treated as invalid.
[ If a company receives multiple proxies form the same holding of a member, the
Proxy which is dated last shall be considered valid.]
A proxy later in date can revoke the earlier
dated proxies.
Proxy is valid until written notice of revocation
has been received by the Company before the commencement of the Meeting or adjourned
meeting.
When both the Member and Proxy attend the
Meeting, the proxy stand automatically revoked.
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.(Between 9 a.m. to 6 p.m.)
All Proxies received by the company shall be
recorded chronologically in a register kept for that purpose.
In case any Proxy entered in the register is
rejected, the reasons therefore shall be entered in the remarks column.
Voting
Proposing a Resolution
Every resolution shall be proposed by a Member
and seconded by another Member.
Voting at the meeting
Every company, which has provided e-voting
facility to its Members, shall also put every resolution to vote through a
ballot process at the Meeting.
Show of hands
Every company shall, at the Meeting, put every
Resolution, except a Resolution which has been put to Remote e-voting, to vote
on a show of hands at the first instance, unless a poll is validity demanded.
Poll
The Chairman shall order a poll upon receipt
of a valid demand for poll either before or on the declaration of the results
of the voting on any Resolution on show of hands.
Voting Rights
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.
The voting period shall close at 5 p.m. on the
day preceding the date of General Meeting.
Notice of meeting, wherein 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.
Minutes
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 to be maintained in Physical or
electronic form with Timestamp.
The pages of the Minutes Books shall be
consecutively numbered.
Content of Minutes
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. The names of the
Directors shall be listed in alphabetical order or in any other logical manner,
but in either case starting with the name of the person in the Chair.
Appointment of Chairman.
The fact that certain registers, documents,
the Auditor’s Report and Secretarial Audit Report, as prescribed under the Act
were available for inspection.
Record of presence of Quorum.
The number of Members present in person
including representatives.
The number of proxies and the number of shares
represented by them.
The presence of the Chairman of the Audit
Committee, Nomination and Remuneration Committee and Stakeholders Relationship
Committee or their authorised representatives.
The presence if any, of the Secretarial
Auditor, the Auditors, or their authorized representatives, the Court/Tribunal
appointed observers or scrutinizers.
Summary of the opening remarks of the
Chairman.
Reading of qualifications, observations or comments or other remarks as mentioned
in the report of the Auditor or Secretarial Auditor.
Summary of the clarifications provided on various Agenda Items.
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.
Minutes shall be entered in the Minutes book within 30 days.
The date of entry of the Minutes in the Minutes Book shall be recorded
by the Company Secretary.
Other points related
to Minutes
Minutes shall not be pasted or attached to the Minutes Book, or tampered
within any manner.
Minutes of Meetings, if maintained in loose-leaf form, shall be bound periodically
depending on the size and volume.
Minutes Books shall be kept at the Registered Office of the company or at
such other place, as may be approved by the Board.
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.
Disclosure
The
Annual Return of a company shall disclose the date of Annual General Meeting
held during the financial year.
*This is merely a checklist; please refer
the Secretarial Standards issued by ICSI for more clarification.
Read the Secretarial Standard-1 checklist here
Read the Secretarial Standard-1 checklist here
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