TMI BlogRESPONSES TO QUERIES RECEIVED ON SECRETARIAL STANDARD ON GENERAL MEETINGS (SS-2)X X X X Extracts X X X X X X X X Extracts X X X X ..... evail. Does the aforesaid Para mean that Secretarial Standards shall override subsequent amendments made in the Rules? Ans . The term Act has been defined in SS-2 to mean 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. Hence, if due to subsequent change in the Rules, a particular Standard or any part thereof becomes inconsistent with the Act/Rules, the provisions of the Act/Rules shall prevail. Scope/3. Will the SS-2 be applicable for a General Meeting notice for which has been issued in the month of June? Ans . SS-2 shall only apply to General Meetings in respect of which ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... inition/1. Section 102(2) of the Companies Act, 2013 while defining ordinary business refers to appointment of and fixing remuneration of Auditors. However, the Secretarial Standard defines ordinary business to include appointment or ratification of Auditors? Does the term appointment as used in Section 102(2) includes ratification ? Ans . Annual Ratification is contemplated in law for continuation of appointment of Auditors under Section 139(1) of the Act and Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 . It falls within the scope of appointment and hence is an item of ordinary business to be transacted at the annual general meeting. 1/1. In terms of Para 1.2.1 of SS-2 relating to service of Notic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nvening general meetings or such requirement has been laid down only in the Standard? Ans . Para 1.2.4 of SS-2, which is in line with Section 96(2) of the Companies Act, 2013 , requires that general meetings should be called during business hours i.e. between 9 a.m. and 6 p.m. 1/6. Why does Para 1.2.4 of SS-2 require companies to convene an extraordinary general meeting called by the requisitionists only on a working day? Ans . Explanation to Rule 17(2) of Companies (Management and Administration) Rules, 2014 prescribes that an Extraordinary General Meeting called by the requisitionists shall be convened only on a working day. Para 1.2.4 of SS-2 is in line with the same. 1/7. Can any other business be taken up in th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the Companies (Management and Administration) Rules, 2014 . Hence, it applies to only those companies to which e-voting or postal ballot applies. 16/1. Para 16.1 of SS-2 provides that ordinary business cannot be transacted through postal ballot. However, is the facility of e-voting required to be provided for transaction of ordinary business? Ans . As defined in SS-2, Voting by postal ballot means voting by ballot, by post or by electronic means. So far as ordinary business is concerned, Postal ballot is not permitted. However facility for e-voting, which is a substitute for voting at the General Meeting, is required to be provided for all business including ordinary business, as required under Rule 20 of the Companies (Man ..... X X X X Extracts X X X X X X X X Extracts X X X X
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