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SECRETARIAL STANDARD ON GENERAL MEETING(SS-2)

INTRODUCTION: The Secretarial Standard on General Meeting (SS-2) as approved by the Central Government has been issued by the Institute of Company Secretaries of India (ICSI) under the provisions of Section 118(10) and explanation under Section 205(1) of the Companies Act, 2013 (the Act), vide ICSI Notification No. 1 (SS) of 2015 dated April 23rd, 2015 and published in the Gazette of India Extraordinary Part III – Section 4. SS-2 has been formulated with a view to integrate, harmonise and standardise varied secretarial practises followed by various corporates. It prescribes a set of principles for convening and conducting General Meetings of the Company and matters related thereto. APPLICABILITY: The compliance of the provisions of SS2 is mandatory for 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 principles enunciated in SS2 for general meetings of members are applicablemutatis mutandis to meetings of debenture-holders and creditors. A meeting of the members or class of members or debenture-holders or creditors of a company under the directions 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 SS2 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. EFFECTIVE DATE: It shall apply to general meetings, in respect of which notices are issued on or after 1stJuly, 2015. In the following article we have covered important provisions of SS2 except for e-voting provisions, as they were separately covered in our previous edition.
SS No. Particulars Provision
1 Definitions SS2 provides definitions to few of the terms not defined otherwise in the Act:  (i) Calendar Year, (ii) Chairman, (iii) Maintenance, (iv) Meeting, general meeting or annual general meeting, (iv) Minutes and minutes book, (v) National holiday, (vi) Ordinary business and special business, (vii) Proxy, (viii) Quorum, (ix) Remote e-voting, (x) Secretarial auditor and (xi) Secured computer system etc.
2 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
  • If, the board, fails to call such meeting within the prescribed time limit, the requisitionists may themselves call and hold the meeting.
3 Notice
  • Notice in writing of every meeting shall be given to every member, directors, auditors, secretarial auditor, debenture trustees, if any, and to other specified persons, if applicable.
  • Notice shall be sent by hand or by ordinary post or speed post or registered post or courier or facsimile or e-mail or by any other electronic means. 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 (alongwith route map and landmark) of the meeting.
  • 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.
  • Notice shall clearly specify the nature of the meeting and the business to be transacted thereat. Items of special business, shall be in the form of a resolution and shall be accompanied by an explanatory statement giving details about (i) nature of the concern or interest of certain persons as prescribed in SS2 (ii) extent of shareholding of certain persons in other company (if involved) (iii) document inspection details, (iv) complete bio data, remunerations details etc. of the appointee managerial personnel and (v) justification for appointment of independent directors, if any.
  • For items of ordinary business, resolutions required where the appointee auditors/directors are other than the retiring auditors/directors.
  • Notice and accompanying documents (also amendment to the notice) shall be given at least twenty-one clear days in advance of the meeting. If mode of dispatch is post/ courier, additional two days required. For valid special notice received, company to give seven clear days’ notice or issue newspaper publication.
  • 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 prescribed number of members.
  • No business shall be transacted at a meeting, if, notice in accordance with this standard has not been given.
  • No items of business other than those specified in the notice and those specifically permitted under the Act shall be taken up at the meeting.
  • Notice shall be accompanied, by an attendance slip and a proxy form.
  • A meeting convened upon due notice shall not be postponed or cancelled. For reasons beyond control the board may reconvene the meeting, after giving not less than three days intimation to the members in the prescribed manner.
4 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.
  • 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.
5 Quorum
  • Quorum as prescribed by the Act (or if larger number prescribed by articles) shall be present throughout the meeting.
  • A duly authorized representative of a body corporate or the representative of the President of India or the Governor of a State is deemed to be a Member personally present and enjoys all the rights of a Member present in person including right to appoint a proxy. One person can be an authorized representative of more than one body corporate.
6 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 authorized by the chairman of the committee to attend on his behalf, shall attend the general meeting. The auditors and the secretarial auditor (unless exempted) shall also attending the AGM and shall have a right to be heard.
  • Directors who attend general meetings of the company and the company secretary shall be seated with the chairman
7 Chairman of the meeting
  • The chairman of the board shall take the chair and conduct the meeting. If the chairman is not present within prescribed time/unwilling to act as a chairman or if no director has been so designated, the directors present at the meeting shall elect one of themselves to be the chairman. If no director is present/unwilling 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.
  • 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.
8 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.  A proxy need not be a member (except for companies with charitable and not for profit objects).
  • A proxy can act on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the company carrying voting rights.
  • However, 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.
  • An instrument appointing a proxy shall be either in the form specified in the articles or in the form set out in the Act, – shall be signed as per the instructions prescribed under the Act and stamped as per applicable laws.
  • An instrument of proxy duly filled, stamped and signed, is valid only for the meeting to which it relates to including any adjournment thereof.
  • The proxy-holder shall prove his identity at the time of attending the meeting.
  • A proxy form which does not state the name of the proxy shall not be considered valid. Undated Proxy shall not be considered valid.
  • If a company receives multiple proxies for the same holdings of a member, the proxy which is dated last (with mention of time) shall be considered valid.
  • Proxies shall be deposited with the company either in person or through post not later than forty-eight hours before the commencement of the meeting and shall be accepted even on a holiday.
  • If the articles so provide, a member who has not appointed a proxy to attend and vote on his behalf at a meeting may appoint a proxy for any adjourned meeting, not later than forty-eight hours before the time of such adjourned meeting.
  • Any proxy given for the adjourned meeting revokes the proxy given for the original meeting.
  • A proxy later in date revokes any proxy/proxies dated prior to such proxy.
  • A proxy is valid until written notice of revocation has been received by the company before the commencement of the meeting/ adjourned meeting.
  • If both the member and proxy attend the meeting, the proxy stands automatically revoked.
  • 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. Fresh requisition to be given for adjourned meeting.
  • Proxies shall be made available for inspection during the period beginning twenty-four hours (between 9 a.m. and 6 p.m.) 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 with reasons for rejection, if any.
9 Voting
  • Every resolution shall be proposed by a member and seconded by another member
  • 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, unless a poll is validly demanded
  • Every member holding equity shares and, in certain cases every member holding preference shares shall be entitled to vote on a resolution
  • A member of a public company who is a related party is not entitled to vote on a resolution in which such member is a related party
  • Chairman of the meeting shall have a second or casting vote
10 Conduct of poll
  • On demand of a valid poll, the chairman shall order the poll forthwith if it is demanded for appointment of the chairman or adjournment of the meeting and, in any other case, within forty-eight hours of the demand for poll.
  • In the case of a poll, which is not taken forthwith, the chairman shall announce the date, venue and time of taking the poll. The chairman may permit any member who so desires to be present at the time of counting of votes.
  • Each resolution put to vote by poll shall be put to vote separately.
  • The chairman shall appoint such number of scrutinisers, as he deems necessary, who may include a company secretary in practice, a chartered accountant in practice, a cost accountant in practice, an advocate or any other person of repute who is not in the employment of the company.
  • Based on the scrutiniser’s report, the chairman shall declare the result of the poll within two days of the submission of report by the scrutiniser.
  • The result of the poll with prescribed details shall be displayed on the notice board of the company at its registered office, its head office as well as corporate office, if any, and website, if any. The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken.
11 Prohibition on withdrawal of resolutions
  • Resolutions for items of business which are likely to affect the market price of the securities of the company shall not be withdrawn.
  • However, any resolution proposed for consideration through e-voting shall not be withdrawn.
12 Rescinding of resolutions
  • A resolution passed at a meeting shall not be rescinded otherwise than by a resolution passed at a subsequent meeting.
13 Modifications to resolutions
  • Modifications to any resolution (except which has been put to vote by remote e-voting) which do not change the purpose of the resolution materially may be proposed, seconded and adopted by the requisite majority at the meeting and, thereafter, the modified resolution shall be duly proposed, seconded and put to vote.
14 Reading of reports
  • 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 shall be read at the AGM.  The qualifications, observations or comments or other remarks if any, mentioned in the secretarial audit report issued by the company secretary in practice, shall be read at the AGM.
15 Distribution of gifts
  • No gifts, gift coupons, or cash in lieu of gifts shall be distributed to members at or in connection with the meeting.
16 Adjournment of meetings
  • A duly convened meeting shall not be adjourned unless circumstances so warrant. The chairman may adjourn a meeting with the consent of the members, at which a quorum is present, and shall adjourn a meeting if so directed by the members.
  • 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 newspapers as prescribed.
  • 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, 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.
17 Passing of resolutions by postal ballot
  • Every company, except a company having less than or equal to two hundred members, shall transact items of business as prescribed, only by means of postal ballot instead of transacting such business at a general meeting.
  • Every company having its equity shares listed on a recognized stock exchange (except listing on SME exchange or on the institutional trading platform) and other companies which are required to provide e-voting facility shall provide such facility to its members in respect of those items, which are required to be transacted through postal ballot.
  • The company shall follow the board approval process as prescribed under SS2 process for conducting postal ballot.
  • Notice of the postal ballot shall be given in writing to every member of the company in the manner prescribed under the Act/SS2. Such notice shall comprise contents as specified under the Act/SS2 and shall be accompanied by an explanatory statement/postal ballot form.
  • In case of companies having a website, notice of the postal ballot shall also be placed on the website.
  • Notice shall comprise the contents as specified under the Act/SS2.
  • Based on the scrutiniser’s report, the chairman or any other director authorised by him shall declare the result of the postal ballot as specified in the notice; which shall be displayed on the notice board of the company at its registered office/ head office/ corporate office, if any, , and also be placed on the website, if any.
  • Custody of scrutiniser’s registers, report and other related papers, the postal ballot forms, other related documents/ register shall be kept in the custody of the Company Secretary or any other person authorized by the board for this purpose.
  • A resolution passed by postal ballot shall not be rescinded otherwise than by a resolution passed subsequently through postal ballot.
  • No amendment or modification shall be made to any resolution circulated to the members for passing by means of postal ballot.
18 Minutes
  • Every company shall record minutes of all meetings in books maintained for that purpose.
  • Minutes may be maintained in electronic form in such manner as prescribed under the Act and as may be decided by the board. Minutes in electronic form shall be maintained with timestamp.
  • The pages of the minutes books shall be consecutively numbered.
  • Minutes shall not be pasted or attached to the minutes book, or tampered with in 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.
  • 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.
  • Minutes shall contain a fair and correct summary of the proceedings of 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 and the date of entry should be recorded.
  • 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 and the place where he has signed
  • Directors and members are entitled to inspect the minutes of all general meetings including resolutions passed by postal ballot.
  • 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.
  • Minutes books shall be kept in the custody of the company secretary.
19 Report on AGM
  • Every listed company shall prepare a report on AGM in the prescribed form, including a confirmation that the meeting was convened, held and conducted as per the provisions of the Act.
20 Disclosure
  • The annual return of a company shall disclose the date of  AGM held during the financial year
  The detailed text of SS-2 is available at http://www.icsi.edu/SecretarialStandards.aspx.
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