TMI BlogGENERAL MEETINGSX X X X Extracts X X X X X X X X Extracts X X X X ..... ugh notification. The principles enunciated in this Standard for General Meetings of Members are applicable mutatis-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 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 Meetings. This Standard is in conformity with the provisions of the Act. However, if, due to subsequent changes in the Act, a particular Standard or any part thereof becomes inconsistent with the Act, the provisions of the Act shall prevail. DEFINITIONS The following terms are used in this Standard with the meaning specified: Act means the Companies Act, 2013 (Act No. 18 of 2013) or any previous enactment thereof, or any statutory modification thereto or re-enactment thereof and includes any Rules and Regulations framed thereunder. Agency means agency ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a place other than venue of a general meeting. Secretarial Auditor means a Company Secretary in Practice appointed in pursuance of the Act to conduct the secretarial audit of the company. Secured Computer System means computer hardware, software, and procedure that - (a) are reasonably secure from unauthorized access and misuse; (b) provide a reasonable level of reliability and correct operation; (c) are reasonably suited to performing the intended functions; and (d) adhere to generally accepted security procedures. 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. Timestamp means the current time of an event that is recorded by a Secured Computer System and is used to describe the time that is printed to a file or other location to help keep track of when data is added, removed, sent or received. Voting by electronic means, includes remote e-voting and voting at the general meeting through an electronic voting system which may be the same as used for remote e-voting. Voting by postal ballot means voting by ballot, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. In the case of Members, Notice shall be given at the address registered with the Company or depository. In the case of shares or other securities held jointly by two or more persons, the Notice shall be given to the person whose name appears first as per records of the Company or the depository, as the case may be. In the 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. Where the company has received intimation of death of a Member, the Notice of Meeting shall be sent as under: (a) where securities are held singly, to the Nominee of the single holder; (b) where securities are held by more than one person jointly and any joint holder dies, to the surviving first joint holder; (c) where securities are held by more than one person jointly and all the joint holders die, to the Nominee appointed by all the joint holders; In the absence of a Nominee, the Notice shall be sent to the legal representative of the d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. A Meeting called by the requisitionists shall be convened only on a working day. Annual General Meetings shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated, whereas other General Meetings may be held at any place within India. A Meeting called by the requisitionists shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated. Notice of a company which has a share capital or the Articles of which provide for voting at a Meeting by Proxy, shall prominently contain a statement that a Member entitled to attend and vote is entitled to appoint ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... remuneration of Directors including Managing Director or Executive Director or Whole - time Director or of Manager or variation of the terms of remuneration, details of each such Director or Manager, including age, qualifications, experience, terms and conditions of appointment or re-appointment along with details of remuneration sought to be paid and the remuneration last drawn by such person, if applicable, date of first appointment on the Board, shareholding in the company, relationship with other Directors, Manager and other Key Managerial Personnel of the company, the number of Meetings of the Board attended during the year and other Directorships, Membership/ Chairmanship of Committees of other Boards shall be given in the explanatory statement. In case of appointment of Independent Directors, the justification for choosing the appointees for appointment as Independent Directors shall be disclosed and in case of re-appointment of Independent Directors, performance evaluation report of such Director or summary thereof shall be included in the explanatory statement. 1.2.6 Notice and accompanying documents shall be given at least twenty-one clear days in advance of the Me ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for consideration at the Meeting are: (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. Where special notice is required of any Resolution and notice of the intention to move such Resolution is received by the company from the prescribed number of Members, such item of business shall be placed for consideration at the Meeting after giving Notice of the Resolution to Members in the manner prescribed under the Act. 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 twentyone clear days before the Meeting. 1.2.10 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. 1.2.11 A Meeting convened upon due Notice shall not be postponed or cancelled. If, for reasons beyond the control of the Board, a Meeting cannot be held on the date origin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... case of a private company, two Members personally present. Where the Quorum provided in the Articles is higher than that provided under the Act, the Quorum shall conform to such higher requirement. Members need to be personally present at a Meeting to constitute the Quorum. Proxies shall be excluded for determining the Quorum. 3.2 A duly authorised 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. 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. Thus, in case of a public company having not more than 1000 members with a Quorum requirement of five Members, an authorised representative of five bodies corporate cannot form a Quorum by himself but can do so if at least one more Member is personally present. Members who have voted by Remote e-voting have the right to attend the General Meeting an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ne of themselves to be the Chairman of the Meeting. If no Director is present within fifteen Minutes after the time appointed for holding the Meeting, or if no Director is willing 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. If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance with the provisions of the Act and the Chairman elected on a show of hands shall continue to be the Chairman of the Meeting until some other person is elected as Chairman as a result of the poll, and such other person shall be the Chairman for the rest of the Meeting. The Chairman shall ensure that the Meeting is duly constituted in accordance with the Act and the Articles or any other applicable laws, before it proceeds to transact business. The Chairman shall then conduct the Meeting in a fair and impartial manner and ensure that only such business as has been set out in the Notice is transacted. The Chairman shall regulate the manner in which voting is conducted at the Meeting keeping in view the provisions of the Act. 5.2 The Chair ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Proxy duly filled, stamped and signed, is valid only for the Meeting to which it relates including any adjournment thereof. 6.3 Stamping of Proxies 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. 6.4 Execution of Proxies 6.4.1 The Proxy-holder shall prove his identity at the time of attending the Meeting. 6.4.2 An authorised representative of a body corporate or of the President of India or of the Governor of a State, holding shares in a company, may appoint a Proxy under his signature. 6.5 Proxies in Blank and Incomplete Proxies 6.5.1 A Proxy form which does not state the name of the Proxy shall not be considered valid. 6.5.2 Undated Proxy shall not be considered valid. 6.5.3 If a company receives multiple Proxies for the same holdings of a Member, the Proxy which is dated last shall be considered valid; if they are not dated or bear the same date without specific mention of time, all such multiple Proxies shall be treated as invalid. 6.6 Deposit of Proxies 6.6.1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Proxies 6.9.1 All Proxies received by the company shall be recorded chronologically in a register kept for that purpose. 6.9.2 In case any Proxy entered in the register is rejected, the reasons therefor shall be entered in the remarks column. 7. Voting 7.1 Proposing a Resolution Every Resolution shall be proposed by a Member and seconded by another Member. 7.2 E-voting 7.2.1 Every company having its equity shares listed on a recognized stock exchange other than companies whose equity shares are listed on SME Exchange or on the Institutional Trading Platform and other companies as prescribed shall provide e-voting facility to their Members to exercise their Voting Rights. Other companies presently prescribed are companies having not less than one thousand Members. The facility of Remote e-voting does not dispense with the requirement of holding a General Meeting by the company. 7.2.2 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. Ballot process may be carried out by distributing ballot/poll sli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... who so takes the chair shall have a second or casting vote. 8. Conduct of e-voting 8.1 Every company that is required or opts to provide e-voting facility to its Members shall comply with the provisions in this regard. 8.2 Every company providing e-voting facility shall offer such facility to all Members, irrespective of whether they hold shares in physical form or in dematerialised form. 8.3. The facility for Remote e-voting shall remain open for not less than three days. The voting period shall close at 5 p.m. on the day preceding the date of the General Meeting. 8.4 Board Approval The Board shall: (a) appoint one or more scrutinisers for e-voting or the ballot process, The scrutiniser (s) may be a Company Secretary in Practice, a Chartered Accountant in Practice, a Cost Accountant in Practice, or an Advocate or any other person of repute who is not in the employment of the company and who can, in the opinion of the Board, scrutinise the e-voting process or the ballot process, as the case may be, in a fair and transparent manner. The scrutiniser (s) so appointed may take assistance of a person who is not in employment of the company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that (i) Remote e-voting shall not be allowed beyond the said date and time; (ii) a Member may participate in the General Meeting even after exercising his right to vote through Remote e-voting but shall not be entitled to vote again; and (iii) a Member as on the cut-off date shall only be entitled for availing the Remote e-voting facility or vote, as the case may be, in the General Meeting; (h) Website address of the company, in case of companies having a website and Agency where Notice is displayed; and (i) Name, designation, address, e-mail ID and phone number of the person responsible to address the grievances connected with the e-voting. Advertisement shall also be placed on the website of the company, in case of companies having a website and of the Agency. 8.5.2 Notice shall also be placed on the website of the company, in case of companies having a website, and of the Agency. Such Notice shall remain on the website till the date of General Meeting. 8.5.3 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. Notice ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gister, report and other related papers 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. 9. Conduct of Poll 9.1 When a poll is demanded on any Resolution, the Chairman shall get the validity of the demand verified and, if the demand is valid, shall order the poll forthwith if it is demanded on the question of appointment of the Chairman or adjournment of the Meeting and, in any other case, within forty-eight hours of the demand for poll. 9.2 In the case of a poll, which is not taken forthwith, the Chairman shall announce the date, venue and time of taking the poll to enable Members to have adequate and convenient opportunity to exercise their vote. The Chairman may permit any Member who so desires to be present at the time of counting of votes. If the date, venue and time of taking the poll cannot be announced at the Meeting, the Chairman shall inform the Members, the modes and the time of such communication, which shall in any case be within twenty four hours of closure of the Meeting. A Memb ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lutions 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. 11. Rescinding of Resolutions A Resolution passed at a Meeting shall not be rescinded otherwise than by a Resolution passed at a subsequent Meeting. 12. Modifications to Resolutions Modifications to any Resolution 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. No modification to any proposed text of the Resolution shall be made if it in any way alters the substance of the Resolution as set out in the Notice. Grammatical, clerical, factual and typographical errors, if any, may be corrected as deemed fit by the Chairman. No modification shall be made to any Resolution which has already been put to vote by Remote e-voting before the Meeting. 13. Reading of Reports 13.1 The qualifications, observations or comments or other remarks on the financi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e day on the next week, at the same time and place or with a change of day, time or place, 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, at an adjourned Meeting, 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. 15.5 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. 15.6 At an adjourned Meeting, only the unfinished business of the original Meeting shall be considered. Any Resolution passed at an adjourned Meeting would be deemed to have been passed on the date of the adjourned Meeting and not on any earlier date. 16. Passing of Resolutions by postal ballot 16.1 Every company, excep ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd ascertaining those Members to whom the Notice and postal ballot forms shall be sent. Only Members as of the record date shall be entitled to vote on the proposed Resolution by postal ballot. (g) decide on the calendar of events. (h) authorise the Chairman or in his absence, any other Director to receive the scrutiniser s register, report on postal ballot and other related papers with requisite details. The scrutiniser is required to submit his report within seven days from the last date of receipt of postal ballot forms. 16.4 Notice 16.4.1 Notice of the postal ballot shall be given in writing to every Member of the company. Such Notice shall be sent either by registered post or speed post, or by courier or by e-mail or by any other electronic means at the address registered with the company. The Notice shall be accompanied by the postal ballot form with the necessary instructions for filling, signing and returning the same. In case the Notice and accompanying documents are sent to Members by e-mail, these shall be sent to the Members e-mail addresses, registered with the company or provided by the depository, in the manner prescribed under t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ting ( postal and e-voting); (d) the date of end of voting ( postal and e-voting); (e) the statement that any postal ballot form received from the Member after thirty days from the date of dispatch of Notice will not be valid; (f) a statement to the effect that Member who has not received postal ballot form may apply to the company and obtain a duplicate thereof; (g) contact details of the person responsible to address the queries/grievances connected with the voting by postal ballot including voting by electronic means, if any; and (h) day, date, time and venue of declaration of results and the link of the website where such results will be displayed. Notice and the advertisement shall clearly mention the record date as on which the right of voting of the Members shall be reckoned and state that a person who is not a Member as on the record date should treat this Notice for information purposes only. 16.4.5 Each item proposed to be passed through postal ballot shall be in the form of a Resolution and shall be accompanied by an explanatory statement which shall set out all such facts as would enable a Member to understand the meaning, scope and implications o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n the same. In case Chairman is not available, for such purpose, the report by the scrutiniser shall be submitted to any other Director who is authorised by the Board to receive such report, who shall countersign the scrutiniser s report on behalf of the Chairman. 16.6.2 The result of the voting with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not, along with the scrutiniser s report shall be displayed on the Notice Board of the company at its Registered Office and its Head Office as well as Corporate Office, if any, if such office is situated elsewhere, and also be placed on the website of the company, in case of companies having a website. 16.6.3 The Resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified by the company for receipt of duly completed postal ballot forms or e-voting. 16.7 Custody of scrutiniser s registers, report and other related papers The postal ballot forms, other related papers, register and scrutiniser s report received from the scrutiniser shall be kept in the custody of the Company Secretary or any other p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the company or at such other place, as may be approved by the Board. 17.2 Contents of Minutes 17.2.1 General Contents 17.2.1.1 Minutes shall state, at the beginning the Meeting, name of the company, day, date, venue and time of commencement and conclusion of the Meeting. In case a Meeting is adjourned, the Minutes shall be entered in respect of the original Meeting as well as the adjourned Meeting. In respect of a Meeting convened but adjourned for want of Quorum a statement to that effect shall be recorded by the Chairman or any Director present at the Meeting in the Minutes. 17.2.1.2 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. 17.2.2 Specific Contents 17.2.2.1 Minutes shall, inter alia, contain: (a) The Record of election, if any, of the Chairman of the Meeting. (b) The fact that certain registers, documents, the Auditor s Report and Secretarial Audit Report, as prescribed under the Act were available ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lot. 17.3. Recording of Minutes 17.3.1 Minutes shall contain a fair and correct summary of the proceedings of the Meeting. The Company Secretary shall record the proceedings of the Meetings. Where there is no Company Secretary, any other person authorised by the Board or by the Chairman in this behalf shall record the proceedings. The Chairman shall ensure that the proceedings of the Meeting are correctly recorded. The Chairman has absolute discretion to exclude from the Minutes, matters which in his opinion are or could reasonably be regarded as defamatory of any person, irrelevant or immaterial to the proceedings or which are detrimental to the interests of the company. 17.3.2 Minutes shall be written in clear, concise and plain language. Minutes shall be written in third person and past tense. Resolutions shall however be written in present tense. Minutes need not be an exact transcript of the proceedings at the Meeting. 17.3.3 Each item of business taken up at the Meeting shall be numbered. Numbering shall be in a manner which would enable ease of reference or cross-reference. 17.4. Entry in the Minutes Book 17.4.1 Minutes ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s to ensure that the Minutes Book is not mutilated or in any way tampered with by the person inspecting. 17.6.2 Extract of the Minutes shall be given 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. When a Member requests in writing for a copy of any Minutes, which he is entitled to inspect, the company shall furnish the same within seven working days of receipt of his request, subject to payment of such fee as may be specified in the Articles of the company. In case a Member requests for the copy of the Minutes in electronic form, in respect of any previous General Meetings held during a period immediately preceding three financial years, the company shall furnish the same on payment of such fee as prescribed under the Act. Copies of the Minutes or the extracts thereof as requisitioned by the Member, duly certified by the Company Secretary or where there is no Company Secretary, an officer duly authorised by the Board in this behalf, may be provided in physical or electronic form. 18. Pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gned and dated by the Chairman of the Meeting or in case of his inability to sign, by any two Directors of the company, one of whom shall be the Managing Director, if there is one and Company Secretary. Such report shall be filed with the Registrar of Companies within thirty days of the conclusion of the Annual General Meeting. 20. Disclosure The Annual Return of a company shall disclose the date of Annual General Meeting held during the financial year . EFFECTIVE DATE This Standard shall come into effect from 1st July, 2015 Annexure (Para 16.1) Items of business which shall be passed only by postal ballot 1. 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 2. 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 3. change in place of registered office outside the local limits of any city, town or village 4. change in objects for which a company has raised ..... X X X X Extracts X X X X X X X X Extracts X X X X
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