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General Meetings

SS - Old - 02 - Companies Law - SS - Old - 02 - SS-2 Secretarial Standard on The following is the text of the Secretarial Standard-2 (SS-2), issued by the Council of the Institute of Company Secretaries of India, on . In the initial years, adherence by a company to this Secretarial Standard will be recommendatory. (In this Secretarial Standard, the Standard portions have been set in bold type (herein italics). These should be read in the context of the background material which has been set in n .....

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the company in General Meeting, the Board is entitled to exercise all the powers of the company. Although Members acting through the forum of a General Meeting exercise ultimate check over a company, they should not interfere with the exercise by the Board of the powers which are vested in the Board. Every company is required to hold, every year, a Meeting of its Members called the Annual General Meeting and may also hold any other meeting, called an Extraordinary General Meeting, as and when r .....

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of the company has a statutory right to approach the prescribed authority to direct the company to hold the Meeting. A company may also hold Meetings of its Members, or class of Members or debenture holders or creditors under the directions of the Court or the Company Law Board or any other prescribed authority, and any such Meeting shall be governed by the Articles or by the rules, regulations and directions prescribed for the conduct of any such Meeting. Scope The principles enunciated in this .....

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956 (1 of 1956), or any statutory modification or re-enactment thereof and includes any Rules and Regulations framed thereunder. Articles means the Articles of Association of a company, as originally framed or as altered from time to time, including, where they apply, the Regulations contained in the Tables in Schedule I to the Act. Board or Board of Directors means the Board of Directors of a company. Chairman means the Chairman of the Board or the Chairman appointed or elected for a Meeting. M .....

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mbers. Ordinary Business means business to be transacted at an Annual General Meeting relating to; (i) the consideration of the accounts, balance sheet and the reports of the Board of Directors and Auditors; (ii) the declaration of a dividend; (iii) the appointment of Directors in the place of those retiring; and (iv) the appointment of, and the fixing of the remuneration of, the Auditors. Ordinary Resolution means a Resolution when, at a General Meeting of which the Notice required under the Ac .....

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nted by a Member. Quorum means the minimum number of Members whose presence is necessary for a Meeting. Special Business means business other than the Ordinary Business to be transacted at an Annual General Meeting and all business to be transacted at any other General Meeting. Special Resolution means a Resolution in respect of which (a) the intention to propose the Resolution as a Special Resolution has been duly specified in the Notice calling the Meeting or other intimation of the Resolution .....

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. Secretarial Standards 1. Convening a Meeting 1.1 Authority A General Meeting should be convened on the authority of the Board. The Board of its own accord or on the requisition of Members should, either at a Meeting of the Board or by passing a resolution by circulation, convene or authorize the convening of a General Meeting. If, on a requisition having been made in this behalf, the Board fails to call a Meeting, the requisitionists may themselves call the Meeting in the same manner, as nearl .....

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e, at the address provided by them in India or outside India. In the case of joint-shareholders, the Notice should be given to the person whose name appears first in the Register of Members or in the records of the depository, as the case may be. On receipt of intimation of death of a Member, the Notice of a Meeting should be sent to the surviving first joint-holder or to the nominee of the sole shareholder or to the person entitled to a share in consequence of the death of the Member. In case o .....

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r place within the city, town or village in which the Registered Office is situated. If the venue of the Meeting is not a prominent place, a site map of the venue should be enclosed with the Notice. The Notice should prominently contain a statement that a Member entitled to attend and vote is entitled to appoint a Proxy to attend and vote instead of himself and that, except in the case of a private company and company not having a share capital where the Articles may provide otherwise, a Proxy n .....

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appointment of Auditors has to be made by a Special Resolution, or where the Auditors or Directors to be appointed are other than the retiring Auditors or Directors, as the case may be. All Resolutions and the explanatory statement should be framed in simple and intelligible language so as to enable Members to understand the meaning, scope and implications of the proposed items of business. The nature of the concern or interest, if any, of Directors in any item of business or in a proposed Reso .....

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ered Office of the company and copies thereof should also be made available at the head/corporate office of the company, if such office is situated elsewhere, and also at the Meeting. In all cases relating to the appointment or reappointment of Directors, details of each such Director should be given, including age, qualifications, experience, date of first appointment on the board, shareholding in the company, relationship with other Directors of the company, other Directorships, membership/Cha .....

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be sent at least twenty-five days in advance of the Meeting. Where the Notice also is to be published in a newspaper, it should appear at least twenty-one days before the date of the Meeting and such Notice need not be accompanied by an explanatory statement. 1.2-5 Notice and accompanying documents may be given at a shorter period of time if consent in writing, in the prescribed form, is given thereto by, in the case of an Annual General Meeting, all the Members entitled to vote of the Meeting a .....

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r having a wide circulation within such States of India where more than 1,000 Members reside. 1.2-7 No business should be transacted at a Meeting if Notice in accordance with this Standard has not been given. 1.2-8 No items of business other than those specified in the Notice should be taken up for consideration at the Meeting. No Resolution shall be valid if it is passed in respect of an item of business not contained in the Notice convening the Meeting. Where Special Notice is required of any .....

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limit prescribed for giving of the original Notice. 1.2-9 The Notice should be accompanied by an attendance slip and a Proxy form with clear instructions for filling, stamping, signing and depositing the Proxy form. 1.2-10 A Meeting convened upon due Notice should not be postponed or cancelled. If, for reasons beyond the control of the Board, a Meeting cannot be held on the date originally fixed, the Board may defer the Meeting. The Meeting should be reconvened after giving not less than seven d .....

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ould, in each year, hold a Meeting called the Annual General Meeting. Every company should hold its first Annual General Meeting within eighteen months of the date of incorporation and thereafter in each year within six months of the close of the financial year, with an interval of not more than fifteen months between two successive Meetings. The aforesaid period of six months or interval of fifteen months may be extended by a period not exceeding three months with the prior approval of the Regi .....

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Meeting. Where the requirements for Quorum as prescribed in the Articles are more stringent, the Quorum should conform to such requirements. A Meeting must be constituted of at least two individuals present in person. The Quorum requirement of five Members in the case of a public company will be fulfilled where a person acting as an authorised representative of five bodies corporate is present in the Meeting along with another Member personally present. However, if there is no such other Member .....

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The Directors of the company should attend all Meetings of the company, particularly the Annual General Meeting, and should be seated with the Chairman. If any Director is unable to attend the Meeting for reasons beyond his control, the Chairman should explain such absence at the Meeting. 4.1-2 The Chairman of the Audit Committee, where such a Committee exists, should attend the Annual General Meeting. 4.2 Auditors While the Auditors of the company are entitled to attend the Annual General Meet .....

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Chairman or if he is not present within fifteen minutes after the time appointed for holding the Meeting, or if he is unable to act as Chairman of the Meeting, the Directors present should elect one of themselves to be the Chairman of the Meeting. If the Directors are unable to do so or if no Director is willing to take the chair, the Members present shall elect one of themselves to be the Chairman of the Meeting. 5.1-2 In the absence of any express provision contained in the Articles, the Memb .....

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ions of each Resolution before the Resolution is put to vote. 5.3 The Chairman should provide a fair opportunity to Members who are entitled to vote to raise questions and/or offer comments and ensure that these are answered. 5.4 The Chairman should not propose any Resolution in which he is deemed to be concerned or interested nor should he participate in the discussion or vote on any such Resolution. If the Chairman is interested in any item of business, he should entrust the conduct of the pro .....

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res and, in certain events as specified in the Act, every Member holding preference shares, shall be entitled to vote on a Resolution. 6.1-2 A Director should not propose any Resolution in which he is deemed to be concerned or interested nor should he participate in the discussion or vote on any such Resolution. 6.2 On Show of Hands Every Resolution should, in the first instance, be put to vote on a show of hands. Every member entitled to vote on a Resolution and present in person shall, on a sh .....

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eeting, he has the right to demand or join in the demand for a poll. 6.4 Casting Vote If the Articles so provide, the Chairman shall have a casting vote. 7. Proxies 7.1 Notice of Right to Appoint Every Notice calling a Meeting of a company which has a share capital or the Articles of which provide for voting at a Meeting by Proxy, should prominently contain a statement that a Member entitled to attend and vote is entitled to appoint a Proxy to attend and vote instead of himself and that, unless .....

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ny adjournment thereof. 7.3 Stamping of Proxies An instrument of Proxy is valid only if it is properly stamped. Unstamped or inadequately stamped Proxies or Proxies upon which the stamps have not been cancelled are invalid. 7.4 Execution of Proxies 7.4-1 In addition to the Member appointing a Proxy, the Proxy-holder also should sign the instrument of Proxy. 7.4-2 An authorised representative of a body corporate or of the President of India or of the Governor of a State, holding shares in a compa .....

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iple Proxies should be treated as invalid. 7.6 Deposit of Proxies 7.6-1 Proxies should either be deposited with the company in person or received through post not later than forty-eight hours before the commencement of the Meeting at which they are to be used and a Proxy should be accepted even on a holiday if the last date by which it could be accepted is a holiday. Proxies may be accepted at a shorter period, being not less than twenty-four hours before the commencement of the Meeting, if the .....

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/Proxies dated prior to such Proxy. 7.7-3 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. A Proxy need not be informed of the revocation of the Proxy issued by the Member. Even an undated letter of revocation of Proxy should be accepted. Unless the Articles provide otherwise, a notice of revocation should be signed by the same person who had signed the Proxy. 7.8 Inspection of Pr .....

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ting is adjourned. 7.9 Record of Proxies 7.9-1 All Proxies received by the company should be recorded chronologically in a register kept for that purpose. 7.9-2 In case any Proxy entered in the register is rejected, the reasons therefor should be entered in the remarks column. 8. Conduct of Poll 8.1 When a poll is demanded on any Resolution, the Chairman should get the validity of the demand verified and should order the poll forthwith if it is demanded on the question of appointment of the Chai .....

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icipate and vote in the poll. 8.3 Each Resolution on which a poll is demanded should be put to vote separately. One ballot paper may be used for two or more items for which poll has been ordered. 8.4 The Chairman should appoint two scrutineers to ensure that the scrutiny of the votes cast on a poll is done fairly, accurately and properly. At least one of the two scrutineers should be a Member who is present at the Meeting and is not an officer or employee of the company. Based on the scrutineers .....

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, the result of the poll should also be published in a leading newspaper circulating in the neighborhood of the Registered Office of the company. 9. Withdrawal of Resolutions Resolutions for items of business which are likely to affect the market price of the securities of the company should not be withdrawn. 10. Rescinding of Resolutions A Resolution passed at a Meeting should not be rescinded other than by a Resolution passed at a subsequent Meeting. 11. Modifications to Resolutions Modificati .....

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cise text of the Resolution was not included in the Notice, it may be corrected into a formal Resolution, provided there is no departure from the substance as stated in the Notice. 12. Reading of Report/Certificate 12.1 The entire Auditor s Report including the Statement pursuant to the Manufacturing and Other Companies Auditor s Report Order should be read at the Annual General Meeting. 12.2 The Compliance Certificate given by the Practising Company Secretary and attached to the Directors Repor .....

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y adjourn a Meeting in the event of disorder or other like causes, where it becomes impossible to conduct the Meeting and complete its business. 14.2 If a Meeting is adjourned sine-die or for a period of thirty days or more, a Notice of the adjourned Meeting should be given in accordance with the provisions contained hereinabove relating to Notice. 14.3 If a Meeting is adjourned for a period of less than thirty days, in the case of listed companies with more than 5,000 Members, Notice thereof sp .....

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ies with more than 5,000 Members, Notice thereof, specifying the day, date, time and venue of the Meeting, should be published immediately in a newspaper having a wide circulation within such States of India where more than 1,000 Members reside. If, at an adjourned Meeting, a Quorum is not present within half an hour from the time appointed, the Members present, being not less than two in number, will constitute the Quorum. 14.5 If, within half an hour from the time appointed for holding a requi .....

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en in third person and past tense. 15.2 The Minutes should be entered and signed within thirty days from the conclusion of the Meeting. In case a Meeting is adjourned, Minutes should be entered in respect of the original Meeting as well as the adjourned Meeting within thirty days from the dates of the respective Meetings. The pages of the Minutes Book should be consecutively numbered. The Minutes should be dated and signed by the Chairman of the Meeting within a period of thirty days or, in the .....

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. 15.5 Minutes should not be pasted or attached to the Minutes Book. 15.6 Minutes, if maintained in loose-leaf form, should be bound at reasonable intervals. 16. Recording in the Minutes 16.1 The name of the Chairman of the Meeting and the names of Directors including the Chairman of the Audit Committee, if any, present at the Meeting should be recorded. 16.2 The number of Members required to form the Quorum and the fact that the required Quorum was present should be recorded. 16.3 The number of .....

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d. 17. Preservation of Minutes and other Records 17.1 Minutes Book to record Minutes of Meetings should be kept separately from those books used to record Minutes of any other meetings and should be kept at the Registered Office of the Company. 17.2 The Minutes of all Meetings should be preserved permanently. Minutes can be inspected by any Member. The Auditor or Cost Auditor of the company or Practising Company Secretary appointed by the company can also inspect the Minutes Book in the course o .....

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en years, whichever is later, and may be destroyed thereafter, on the authority of the Board. 18. Disclosure The Annual Report of a company should disclose particulars of all Meetings held during the last three years. Effective Date This Standard shall come into effect from 1st May, 2002. Annexure A Form of Proxy Name of the Company............................................................................................................................... Registered Office..................... .....

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to attend and vote [on a poll] for me/us and on my/our behalf at the.............Annual General Meeting/General Meeting of the Company, to be held on................................................., ..................at....................a.m./p.m. and at any adjournment thereof : 1. Mr./Ms....................., ......................... (signature), or failing him- 2. Mr./Ms....................., ......................... (signature), or failing him- 3. Mr./Ms....................., ........... .....

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