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What is Secretarial Standard (SS-2) on General Meeting?

Ashish M. Shaji

| Updated: Sep 08, 2017 | Category: Latest News

Secretarial Standard

The Secretarial Standard-2 (SS-2) on General Meetings has been revised and which is issued by the Council of the ICSI and approved by the Central Government shall be effective from 1st October 2017. A set of clauses for convening and conducting General meetings and matters related thereto is prescribed by SS-2.

Applicability of SS-2

The standard shall not apply to the following:

Amendments in Secretarial Standards 2 on General Meeting

  •  Websites on Notice

As per old SS-2

As per revised SS-2

In case of companies having a website, the Notice shall be hosted on the website

In case of companies having a website, the Notice shall simultaneously be hosted on the website till the conclusion of the Meeting.

As per old SS-2

As per revised SS-2

General Meeting notice shall clearly stipulate the nature of the Meeting and the business to be transacted thereat. In the notice of the meeting, special business would be in the resolution form along with an explanatory statement which shall provide all such information as would enable a Member to comprehend the meaning, scope, and implications of the point of the business and to take a decision. In respect of agenda points on Ordinary Business, Resolutions are not required to be stated in the Notice except where the Auditors or Directors to be appointed are other than the retiring Auditors or Directors, as the case may be.

General Meeting notice shall clearly stipulate the nature of the Meeting and the business to be transacted thereat. In the notice of the meeting, special business would be in resolution form along with an explanatory statement which shall provide all such information as would enable a Member to comprehend the meaning, scope, and implications of the point of the business and to take a decision accordingly. In respect of agenda points on Ordinary Business, Resolutions are not required to be stated in the Notice.

As per old SS-2

As per revised SS-2

An instrument appointing the Proxy shall be either in the Form specified in the Articles or in the Form set out in the Act.

An instrument appointing a Proxy shall be in the Form prescribed under the Act.

As per old SS-2

As per revised SS-2

N/A

New Clause is been introduced for president of India /Governor of State for Appointment of representative and for Corporations to authorize their representative, so they can participate in a meeting till on or before the close of e-voting.

In case of remote e-voting:

(i) the letter of appointment of representative(s) of the President of India or the Governor of a State; or

(ii) the authorization in respect of representative(s) of the Corporations;

Shall be received by the scrutinizer/ company on or before the close of e-voting.

As per old SS-2

As per revised SS-2

Every Resolution shall be proposed by a Member and seconded by another Member.

Each and every resolution, excluding resolution that has been put to vote through Remote e-Voting or done on demand by poll, will be proposed by 1 member and seconded by another member.

As per old SS-2

As per revised SS-2

A related party member isn’t entitled to vote on Resolution in connection with the approval of an arrangement in which such a Member is a related party.

The related party member is not allowed to vote on the Resolution relating to the approval of any contract and/or arrangement in which such a Member is a related party.

In the event of a private company, a member who is a related party is eligible to vote on such a Resolution.

A member who is a related party is permitted to vote on the Resolution relating to approval of any contract or arrangement to be entered into by:

(a) A Government company with any other Government company; or

(b) An unlisted Government company with the prior approval of competent authority, other than those contractor arrangements referred in clause (a).

As per old SS-2

As per revised SS-2

Authorize the Chairman or in his absence, any other Director to receive the scrutinizer’s register, report on e-voting and other related papers with requisite details.

This clause has been removed.

As per old Secretarial Standard-2

As per revised Secretarial Standard-2

Based on the scrutinizer’s report received on Remote e-voting and voting at the Meeting, the Chairman or any other Director so authorized shall countersign the scrutinizer’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.

The scrutinizer(s) will submit the report within 3 days from the date of Meeting to the Chairman or any person who is authorized by him, who shall countersign the same &will declare the result of voting with the details of the number of votes cast for and against the Resolution, also invalid votes and whether the Resolution has been carried or not.

As per old SS-2

As per revised SS-2

Based on the scrutinizer’s report, Chairman shall declare the result of the poll within 2 days of submission of the report by the scrutinizer, with the details of the number of votes cast for and/or against the Resolution, and also the invalid votes &also whether such a  Resolution has been carried or not.

The scrutinizer(s) shall submit the report within 7 days from the last date of the poll to the Chairman who shall countersign the same and declare the result of the poll within 2 days of submission of the report by the scrutinised, with the details of the number of the votes casted for and/or against the Resolution, also invalid votes & whether such Resolution has been carried or not.

As per old Secretarial Standard-2

As per revised Secretarial Standard-2

If a Meeting, except requisitioned Meeting, stands adjourned for need of the Quorum, the Meeting so adjourned shall be held on same day, in next week at the same time & place or on any such other day, but it should not  be a National Holiday, and/or at any such other time and place as may be determined by Board

If a Meeting, other than an Annual General Meeting (AGM) & a requisitioned Meeting, stands adjourned for want of Quorum, the adjourned Meeting shall be held on same day, in the next week at same time & place or on such any other day or at such other time and place as may be determined by the Board.

As per old SS-2

As per revised SS-2

In case of companies having a website, Notice of such a postal ballot also have been published on the website

In case of companies having a website, Notice of the postal ballot have to be simultaneously be published on the website too.

As per old Secretarial Standard -2

As per revised Secretarial Standard-2

Based on scrutinizer’s report, the Chairman or any other Director so authorised by him shall declare the result of postal ballot on that date, time and venue which is specified in Notice, with all the details such as number of votes casted for and/or against the Resolution, invalid votes and the final result as to whether such a Resolution has been carried or not.

The scrutinizer shall submit the report within 7 days from the last date of receipt of postal ballot forms to the Chairman or any person so authorized by him, who shall countersign the same and then declare the result of postal ballot on the date, time and venue which is specified in Notice, along with details of the number of votes cast for and against the Resolution, invalid votes and final result as to whether such Resolution has been carried or not.

The result of the voting along with the details of number of votes cast for or/and against the Resolution, invalid votes and whether the Resolution has been carried or not, with the scrutinizer’s report shall be exhibited on the Notice Board of company at its Registered Office and also at its Head Office as well as Corporate Office, if any, if such office is situated anywhere else, and also be placed on website of the company, in case of companies having a website.

The result of the voting along with details of the number of votes casted for and against the Resolution, invalid votes and whether such Resolution has been carried or not with the scrutinizer’s report shall be exhibited for at least 3 days on the Notice Board of the company at its Registered Office & its Head Office as well as Corporate Office, if such an office is situated anywhere else, and it is also to be published on the website of the company, if companies having a website.

As per old Secretarial Standard-2

As per revised Secretarial Standard-2

Minutes may be maintained in electronic form with Timestamp.

A company may maintain its Minutes in physical or in electronic form.

Minutes Books shall be kept at the Registered Office of the company or at such other place, as may be approved by the Board.

Minutes Books shall be kept at the Registered Office of the company.

As per old SS-2

As per revised SS-2

Minutes shall state, at the beginning the Meeting, name of the company, day, date, venue and time of commencement and conclusion of the Meeting

Time of conclusion is not required to be inputted in the minutes of General Meeting.

As the minutes shall state, at the beginning the Meeting, name of the company, day, date, venue and time of commencement of the Meeting.

According to revised SS-2 now the company have to publish the notice of General Meeting until the conclusion of the meeting, after the conclusion it is not mandatory to telecast notice on the website of the Company.

  • Notice of disclosure

Before it was obligatory to mention the resolution at Notice of each General meeting whenever the new Auditor or Director was being appointed other than retiring Auditor/ Director. In case of Ordinary Business, there is no need to give the resolution in Notice.

  • Form of Proxy
  • Deposit of Proxies and Authorizations
  • Voting
  • Voting Rights

This exemption is given to Private Limited Company and Government Company to give effect to Exemption Notification dated 5th June 2015. A step towards ease of doing business is being taken up for private Companies where participation in decision making is being widened for Related party transaction, it might lead to greater pace for an increase in development and efficiency in private sectors.

  • Board Approval
  • Declaration of Results in case of e-voting

Time Bound is introduced for the scrutinizer’s to submit a report and also to maintain the reliability of decision making. Directors are omitted to handle scrutinizer’s report and if want to can also do so only at a discretion of Chairman, if he authorizes them to do so.

  • Declaration of results in case of conduct of poll

Time Bound is introduced for the scrutinizer’s to submit the report and also to maintain the truthfulness of decision making & the directors are omitted to handle scrutinizer’s report, they can handle if they want to only at a choice of Chairman if he authorizes them to do so.

  • Adjournment of meetings

Note: Now adjourned meetings are allowed to be held at National holidays. This is to line up with the provisions of the Act.

  • Notice for the postal Ballot

Note: the notice so published on the website shall remain there until the date of General Meeting.

  • Declaration of Results
  • Maintenance of Minutes

No need of time Stamp on Electronic Minutes. Minute’s book can be kept only at the registered office of the Company. To align with the provision of Companies Act, 2013.

Conclusion

Secretarial Standard is aimed at helping companies to implement Companies Act provisions at the time of conducting board meetings, annual general meeting and general meetings. These standards are issued by the Institute of Company Secretaries of India.

Read our article: Procedure related to Shifting of Registered Office Under Companies Act, 2013

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Ashish M. Shaji

Ashish M. Shaji has done his graduation in law (BA. LLB) from CCS University. He has keen interests in doing extensive research and writing on legal subjects especially on criminal and corporate law. He is a creative thinker and has a great interest in exploring legal subjects.

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