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GENERAL MEETINGS

SS - 02 - Rule - Companies Law - SS - 02 - SS - 02 SECRETARIAL STANDARD ON Following is the text of the Secretarial Standard-2 (SS-2) on , issued by the Council of the Institute of Company Secretaries of India and approved by the Central Government. Adherence by a company to this Secretarial Standard is mandatory, as per the provisions of the Companies Act, 2013. (In this Secretarial Standard, the Standard portions have been set in bold type. These shall be read in the context of the background .....

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by the Central Government through notification. The principles enunciated in this Standard for 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 .....

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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 approved or recognised by the Ministry of Corporate Affairs and appointed by the Board for providing and supervising electronic platform for voting. Articles means the Articles of Association of a company, as originally framed or as altered from time to time or applied in pursuance of any previous company la .....

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ries and the preservation of such physical or electronic records. Meeting or General Meeting or Annual General Meeting or ExtraOrdinary General Meeting means a duly convened, held and conducted Meeting of Members. Minutes means a formal written record, in physical or electronic form, of the proceedings of a Meeting. Minutes Book means a Book maintained in physical or in electronic form for the purpose of recording of Minutes. National Holiday includes Republic Day, i.e., 26th January, Independen .....

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appointment or ratification thereof and fixing of remuneration of the Auditors. Proxy means an instrument in writing signed by a Member, authorising another person, whether a Member or not, to attend and vote on his behalf at a Meeting and also where the context so requires, the person so appointed by a Member. Quorum means the minimum number of Members whose presence is necessary for holding of a Meeting. Remote e-voting means the facility of casting votes by a member using an electronic votin .....

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rally 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 .....

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eting 1.1 Authority A General Meeting shall be convened by or on the authority of the Board. The Board shall, every year, convene or authorise convening of a Meeting of its Members called the Annual General Meeting to transact items of Ordinary Business specifically required to be transacted at an Annual General Meeting as well as Special Business, if any. If the Board fails to convene its Annual General Meeting in any year, any Member of the company may approach the prescribed authority, which .....

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voting power of the company, call an Extra-ordinary General Meeting of the company. If, on receipt of a valid requisition having been made in this behalf, the Board, within twenty-one days from the date of such receipt, fails to call a Meeting on any day within forty-five days from the date of receipt of such requisition, the requisitionists may themselves call and hold the Meeting within three months from the date of requisition, in the same manner in which the Board should have called and hel .....

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so 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. 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 b .....

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erson 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 deceased Member. In case of insolvency of a Member, the Notice shall be sent to the assignee of the insolvent Member. In case the Member is a company or body corporate which is being wound up, Notice shall be sent to the liquidator. 1.2.2 Notice shall be sent by hand or by ordinary post or by speed post or by regi .....

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he Members e-mail addresses, registered with the company or provided by the depository, in the manner prescribed under the Act. The company shall ensure that it uses a system which produces confirmation of the total number of recipients e-mailed and a 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 re-sending shall be retained by or on behalf of the company as proof of sending . In case of the Directors, .....

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through a particular mode, other than one of those listed above, he shall pay such fees as may be determined by the company in its Annual General Meeting and the Notice shall be sent to him in such mode. Notice shall be sent to Members by registered post or speed post or e-mail if the Meeting is called by the requisitionists themselves where the Board had not proceeded to call the Meeting. 1.2.3. In case of companies having a website, the Notice shall be hosted on the website. 1.2.4 Notice shal .....

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on a working day. Annual 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 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 .....

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f 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 which shall set out all such facts as would enable a Member to understand the meaning, scope and implications of the item of business and to take a decision thereon. In respect of items of Ordinary Business, Resolutions are not required to be stated in the Notice except where the Auditors or Dire .....

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tes to or affects any other company, the extent of shareholding interest in that other company of every Promoter, Director, Manager, and of every other Key Managerial Personnel of the first mentioned company shall, if the extent of such shareholding is not less than two percent of the paid-up share capital of that company, also be stated in the explanatory statement. Where reference is made to any document, contract, agreement, the Memorandum of Association or Articles of Association, the releva .....

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ng to the appointment or re-appointment and/or fixation of 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 .....

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tment 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 Meeting. For the purpose of reckoning twenty-one days clear Notice, the day of sending the Notice and the day of Meeting shall not be counted. Further in case the company sends the Notice by post or courier, an additional two days shall be provided f .....

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e registered office of the company is situated, and in an English newspaper in English language, both having a wide circulation in that district, at least seven days before the Meeting, exclusive of the day of publication of the Notice and day of the Meeting. In case of companies having a website, such Notice shall also be hosted on the website. 1.2.7 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 .....

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ven. However, any accidental omission to give Notice to, or the non-receipt of such Notice by any Member or other person who is entitled to such Notice for any Meeting shall not invalidate the proceedings of the Meeting. 1.2.9 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. A Resolution shall be valid only if it is passed in respect of an item of business contained in the Notice convening the Meeting o .....

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mpany 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 .....

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ndividually in the manner stated in this Standard or published 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. 2. Frequency of Meetings 2.1 Annual General Meeting Every company shall, in each Calendar Year, hold a General Meeting called the Annual General Meeting. Every company shall hold its first Annual Gener .....

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rst Annual General Meeting. If a company holds its first Annual General Meeting, as aforesaid, it shall not be necessary for the company to hold any Annual General Meeting in the Calendar Year of its incorporation. 2.2 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. 3. Quorum 3.1 Quorum shall be present throughout the Meeting. Quorum shall be present n .....

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nally present if the number of Members as on the date of the Meeting exceeds five thousand; (b) in the 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 repr .....

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ith 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 and accordingly their presence shall be, counted for the purpose of Quorum. A Member who is not entitled to vote on any particular item of business being a related party, if present, shall be counted for the purpose ofQu .....

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ommittee to attend on his behalf, shall attend the General Meeting. 4.1.2 Directors who attend of the company and the Company Secretary shall be seated with the Chairman. The Company Secretary shall assist the Chairman in conducting the Meeting. 4.2 Auditors The Auditors, unless exempted by the company, shall, either by themselves or through their authorised representative, attend the of the company and shall have the right to be heard at such Meetings on that part of the business which concerns .....

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uthorised representative to attend any other General Meeting, if he considers it necessary. The authorised representative who attends the General Meeting of the company shall also be qualified to be a Secretarial Auditor. 5. Chairman 5.1 Appointment The Chairman of the Board shall take the chair and conduct the Meeting. If the Chairman is not present within fifteen minutes after the time appointed for holding the Meeting, or if he is unwilling to act as Chairman of the Meeting, or if no Director .....

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hwith 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 t .....

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nts related to any item of business and address the same, as warranted. 5.3 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 interested in any item of business, without prejudice to his Voting Rights on Resolutions, he shall entrust the conduct of the proceedings in respect of such item to any Dis-Interested Director or to a Member, with .....

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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. 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. If a Proxy is appointed for more than fifty Members, he shall choose any fifty Memb .....

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under its seal or be signed by an officer or an attorney duly authorized by it. 6.2.2 An instrument 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-holde .....

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ings 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 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 in relation to which they are deposited and a Proxy shall be accepted even on a holiday if the last date by which .....

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rs before the time of such adjourned Meeting. 6.7 Revocation of Proxies 6.7.1 If a Proxy had been appointed for the original Meeting and such Meeting is adjourned, any Proxy given for the adjourned Meeting revokes the Proxy given for the original Meeting. 6.7.2 A Proxy later in date revokes any Proxy/Proxies dated prior to such Proxy. 6.7.3 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 .....

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in writing from a Member entitled to vote on any Resolution at least three days before the commencement of the Meeting. 6.8.2 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. Inspection shall be allowed between 9 a.m. and 6 p.m. during such period. 6.8.3 A fresh requisition, conforming to the above requirements, shall be given for inspection of Pro .....

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d 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 .....

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vote in the ballot process. 7.3 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 validly demanded. A Proxy cannot vote on a show of hands. 7.4 Poll The Chairman shall order a poll upon receipt of a valid demand for poll either before or on the declaration of the result of the voting on any Resolution on show of hands. Poll in such cases shall be th .....

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pective of the number of shares held by him. A Member present in person or by Proxy shall, on a poll or ballot, have votes in proportion to his share in the paid up equity share capital of the company, subject to differential rights as to voting, if any, attached to certain shares as stipulated in the Articles or by the terms of issue of such shares. Preference shareholders have a right to vote only in certain cases as prescribed under the Act. 7.5.2 A Member who is a related party is not entitl .....

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, a person 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 .....

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ess, 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 and who is well-versed with the e-voting system. Prior consent to act as a scrutiniser(s) shall be obtained from the scrutiniser(s) and placed before the Board for noting. (b) appoint an Agency; (c) decide the cut-off date for the purpose of reckoning the names of Members who are entitled to Voting Rights; The cut-off date for determi .....

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crutiniser(s) is required to submit his report within a period of three days from the date of the meeting. The Chairman or any other director so authorized shall countersign the scrutiniser s report so received. 8.5 Notice 8.5.1 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. An advertisement containing prescribed details shall be published, immediately on compl .....

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that the business may be transacted by e-voting; (b) The date and time of commencement of remote e-voting; (c) The date and time of end of Remote e-voting; (d) The cut-off date as on which the right of voting of the Members shall be reckoned; (e) The manner in which persons who have acquired shares and become Members after the despatch of Notice may obtain the login ID and password; (f) The manner in which company shall provide for voting by Members present at the Meeting (g) The statement that .....

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; 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 Memb .....

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commencement and end of Remote e-voting and contain a statement that at the end of Remote e-voting period, the facility shall forthwith be blocked. Notice shall also contain contact details of the official responsible to address the grievances connected with voting by electronic means. Notice shall clearly specify that any Member, who has voted by Remote e-voting, cannot vote at the Meeting. Notice shall also specify the mode of declaration of the results of e-voting. Notice shall also clearly .....

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he Chairman or any other Director so authorised shall countersign the scrutiniser s report and declare the result of the voting forthwith with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not. 8.6.2 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 shall be displayed on the Notice Board of the company .....

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isers register, 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 Cha .....

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ing, 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 Member who did not attend the Meeting can participate and vote in the poll in such cases. 9.3 Each Resolution put to vote by poll shall be put to vote separately. One ballot paper may be used for more than one item. 9.4 Appointment of scrutinisers The Chairman shall appoint such number of scrutinisers, as he deems necessary, wh .....

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ser s report, the Chairman shall declare the result of the poll within two days of the submission of report by the scrutiniser, with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not. The scrutiniser shall submit his report to the Chairman who shall countersign the same. In case Chairman is not available, for such purpose, the report by the scrutiniser shall be submitted to any Director who is authorised by the Bo .....

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the Resolution, invalid votes and whether the Resolution has been carried or not 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 in case of companies having a website, shall also be placed on the website. 9.5.3 The result of the poll shall be deemed to be the decision of the Meeting on the Resolution on which the poll was taken. 10. Prohibition on Withdrawal of Resol .....

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terially 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 .....

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ns, 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 Annual General Meeting and attention of Members present shall be drawn to the explanations/comments given by the Board of Directors in their report. 14. 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. 15. Adjournment of Meetings 15.1 A duly conv .....

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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. 15.3 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 r .....

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the same 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 .....

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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, 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. The list of items of businesses requiring to be transacted only by means of a postal ballot is given at Annexure. The Boa .....

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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. Other companies presently prescribed are companies having not less than one thousand Members. 16.3 Board Approval The Board shall: (a) identify the businesses to be transacted through postal ballot; (b) approve the Notice of postal ballot incorporating proposed Resolution(s) and explanatory statement thereto; (c) authorise the Company Secr .....

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ess in a fair and transparent manner. The scrutiniser shall however not be an officer or employee of the company. The scrutiniser so appointed may take assistance of a person who is not in employment of the company and who is well-versed with the e-voting system. Prior Consent to act as a scrutiniser shall be obtained from the scrutiniser and placed before the Board for noting. (e) appoint an Agency in respect of e-voting for the postal ballot; (f) decide the record date for reckoning Voting Rig .....

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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 .....

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ncipal vernacular language of the district in which the registered office of the company is situated, and having a wide circulation in that district, and at least once in English language in an English newspaper having a wide circulation in that district, about having dispatched the Notice and the ballot papers. 16.4.2 In case of companies having a website, Notice of the postal ballot shall also be placed on the website. Such Notice shall remain on the website till the last date for receipt of t .....

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cess such facility. In case the facility of e-voting has been made available, the provisions relating to conduct of e-voting shall apply, mutatis mutandis, as far as applicable. Notice shall describe clearly the e-voting procedure. Notice shall also clearly specify the date and time of commencement and end of e-voting, if any and contain a statement that voting shall not be allowed beyond the said date and time. Notice shall also contain contact details of the official responsible to address the .....

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ncement of voting ( 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 ballo .....

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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 of the item of business and to take a decision thereon. 16.5 Postal ballot forms 16.5.1 The postal ballot form shall be accompanied by a postage prepaid reply envelope addressed to the scrutiniser. A single postal ballot Form may provide for multiple items of business to be transacted. 16.5.2 The postal ballot .....

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; (c) Signature on the postal ballot form doesn t match the specimen signatures with the company (d) It is not possible to determine without any doubt the assent or dissent of the Member; (e) Neither assent nor dissent is mentioned; (f) Any competent authority has given directions in writing to the company to freeze the Voting Rights of the Member; (g) The envelope containing the postal ballot form is received after the last date prescribed; (h) The postal ballot form, signed in a representative .....

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e considered valid. 16.6 Declaration of results 16.6.1 Based on the scrutiniser s report, the Chairman or any other Director authorised by him shall declare the result of the postal ballot on the date, time and venue specified in the Notice, with details of the number of votes cast for and against the Resolution, invalid votes and the final result as to whether the Resolution has been carried or not. The scrutiniser shall submit his report to the Chairman who shall countersign the same. In case .....

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mpany 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 ball .....

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for passing by means of postal ballot. 17. Minutes Every company shall keep Minutes of all Meetings. Minutes kept in accordance with the provisions of the Act evidence the proceedings recorded therein. Minutes help in understanding the deliberations and decisions taken at the Meeting. 17.1 Maintenance of Minutes 17.1.1 Minutes shall be recorded in books maintained for that purpose. 17.1.2 A distinct Minutes Book shall be maintained for Meetings of the Members of the company, creditors and others .....

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n in such form of maintenance shall be authorised by the Board. 17.1.4 The pages of the Minutes Books shall be consecutively numbered. This shall be followed irrespective of a break in the Book arising out of periodical binding in case the Minutes are maintained in physical form. This shall be equally applicable for maintenance of Minutes Book in electronic form with Timestamp. In the event any page or part thereof in the Minutes Book is left blank, it shall be scored out and initialled by the C .....

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roved 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 pres .....

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uditor s Report and Secretarial Audit Report, as prescribed under the Act were available for inspection. (c) The Record of presence of Quorum. (d) The number of Members present in person including representatives. (e) The number of proxies and the number of shares represented by them. (f) The presence of the Chairmen of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee or their authorised representatives. (g) The presence if any, of the Secretaria .....

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Secretarial Auditor. (k) Summary of the clarifications provided on various Agenda Items. (l) 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. Where a motion is moved to modify a proposed Resolution, the result of voting on such motion shall be mentioned. If a Resolution proposed undergoes modification pursuant to a motion by shareholders, the Minutes shall contain the details of v .....

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g 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. 17.3. Recording of Minutes 17.3.1 Minutes shall contain a fair and correct summary of the .....

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mmaterial 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-referen .....

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, it shall be entered by any other person authorised by the Board or the Chairman 17.4.3 Minutes, once entered in the Minutes Book, shall not be altered. 17.5. Signing and Dating of Minutes 17.5.1 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. 17.5.2 The Chairman s .....

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assed by postal ballot. Minutes of all shall be open for inspection by any Member during business hours of the company, without charge, subject to such reasonable restrictions as the company may, by its Articles or in General Meeting, impose, so, however, that not less than two hours in each business day are allowed for inspection. The Company Secretary in Practice appointed by the company, the Secretarial Auditor, the Statutory Auditor, the Cost Auditor or the Internal Auditor of the company ca .....

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y 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 .....

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c form. 18. Preservation of Minutes and other Records 18.1 Minutes of all Meetings shall be preserved permanently in physical or in electronic form with Timestamp. Where, under a scheme of arrangement, a company has been merged or amalgamated with another company, Minutes of all Meetings of the transferor company, as handed over to the transferee company, shall be preserved permanently by the transferee company, notwithstanding that the transferor company might have been dissolved. 18.2 Office c .....

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current or for eight financial years, whichever is later and may be destroyed thereafter with the approval of the Board and permission of the Central Government, where applicable. 18.3 Minutes Books shall be kept in the custody of the Company Secretary. Where there is no Company Secretary, Minutes shall be kept in the custody of any Director duly authorised for the purpose by the Board. 19. Report on Annual General Meeting Every listed company shall prepare a report on Annual General Meeting in .....

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and Standards with respect to calling, convening and conducting the Meeting; (f) business transacted at the Meeting and result thereof with a brief summary of the discussions; (g) particulars with respect to any adjournment, postponement of Meeting, change in venue; and (h) any other points relevant for inclusion in the report. It shall be signed 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 Di .....

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