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RESPONSES TO QUERIES RECEIVED ON SECRETARIAL STANDARD ON GENERAL MEETINGS (SS-2)

SS - 02 - FAQ - Companies Law - SS - 02 - FAQ - Scope/1. Is SS-2 applicable to banking entities which are listed on Stock exchanges? Ans. SS-2 is applicable to all companies incorporated under the Act (for definition of Act refer Q.2). If a banking company is incorporated under the Act then SS-2 is applicable to such company. Scope/2. The Scope Para of SS-2 states that if due to subsequent changes in the Act, a particular Standard or any part thereof becomes inconsistent with the Act, the provis .....

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stent 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 Notices are issued on or after 1st July, 2015. Hence for General Meetings, notice for which has been issued in the month of June, 2015, Secretarial Standards shall not apply. Scope/4. Is SS-2 applicable to private companies? Ans. The Ministry of .....

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s specified in the MCA Notification (s) to Government companies, Private Companies, Nidhis and Section 8 (Non-Profit) Companies respectively. The Scope of the Secretarial Standards as laid down in SS-1 and SS-2 is as under: 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. Accordingly, if due to MCA Notification (s) r .....

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ntment 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 Notice of general meetings, what is the manner of service of suc .....

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This is in line with Section 101(3) of the Act. In addition, it should also be given to Secretarial Auditor and Debenture Trustee, if any, as per Para 1.2.1 of SS-2. 1/3. Para 1.2.1 of SS-2 requires Notice in writing of every Meeting of the company to be given, wherever applicable or so required, to other specified persons Who are the other specified persons to whom Notice should be given? Ans. In addition to giving Notice to persons specified in Para 1.2.1 of SS-2, Court may direct issuance of .....

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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 .....

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e Act and so the definition under the General Clauses Act, 1897 would be applicable. Calendar Year has therefore been prescribed in the Standard. 6/1. Are the details of all proxies received by the company required to be entered in the Register of Proxies or only the valid proxies? Ans. In terms of Para 6.9.1 of SS-2, all proxies received by the company shall be recorded in the Register. In the case of rejection of Proxies, the reasons therefor shall also be entered in the remarks column as a be .....

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in line with the amended Rule 20(4)(v) and Rule 22 of 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 mean .....

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