Secretarial Standard-2 (SS-2)
After the wonderful response of earlier article on SS-1 , today, we will have a quick revision of Secretarial Standard-2. We will try to keep it as simple so that we can complete it in a 5-7 minute read.
Applicability- All General Meetings of all Companies except OPC and Section 8 Company.
So Let’s Start:-
1. If Requisition given by members then if after 21 days Board fails to call an EGM then within 45 days of the requisition, requisitionists may call EGM within 3 months from date of requisition. No Explanatory Statement if EGM called by requisitionists. Agenda should not include any item mandatorily passed by Postal ballot.
2. Notice of GM shall be sent to all Members, Directors, Auditors, Secretarial Auditor and Debenture Trustee.
3. Nidhi Company- Notice shall be sent to all members who hold shares of more than Rupees 1000/- in Face Value or more than 1% of total PUSC whichever is less.
4. Notice by hand, post, speed post, registered post, courier, fax, email or other electronic mail.
5. No Ordinary Post if Company is providing E-voting facility or agenda have postal ballot items.
6. Notice shall also be placed on the website of the company till conclusion of the meeting.
7. Notice shall include Day, Date, Time, Venue Address, Route Map, and Landmark of the Meeting.
8. AGM should start in Business Hours i.e. 9 AM-6PM and should not be held on National Holiday.
9. AGM or EGM by Requisitionists should be held at the Registered Office or Other Place within same City/ Town/Village.
10. Any other General Meeting can be held at any place within India.
11. Notice shall be send at 21 clear days means 21 days plus Day of sending notice plus day of meeting plus 2 additional days if send through post or courier.
12. Special Notice (If any) should be send 7 days before GM.
13. Shorter Notice only if 95% of members consent is there.
14. Consent for shorter notice to be received before time fixed for meeting. (Earlier Date was there)
15. Notice should be accompanies with Attendance Slip and Proxy Form.
16. Proof of Sending shall be preserved for at least 3 years from date of the meeting.
17. Quorum shall be 2 members personally present for private company and for public company shall be minimum:-
· 5 members personally present if less than 1000 members.
· 15 members personally present if 1000-5000 members.
· 30 members personally present if more than 5000 members.
18. Quorum should be present throughout the meeting.
19. Representative of Government or Body Corporates enjoy all rights of members.
20. If members is a RPT then he is not allowed to vote but allowed for Quorum.
21. Chairman can adjourn the meeting and also if quorum is not present.
22. If Adjournment sine dine or more than 30 days then sent at least 3 days, notice individually or advertise in newspaper.
23. Adjournment for want of Quorum then same day, next week, same time or any changes thereto by individual notice or Newspaper Advertisement.
24. If At Adjourned meeting also quorum is not present within 30 minutes than 2 members shall constitute the quorum.
25. Adjourned AGM- Adjourned for want of Quorum or otherwise then it can be held on National Holiday if Agenda does not include item of director retire by rotation.
26. No Gifts.
27. Modification of Resolution if there is no change in purpose of resolution then can be adopted only after requisite majority at meeting.
28. Poll on election of chairman can be taken forthwith.
29. Duty of Chairman is to ensure meeting is duly constituted, conduct of meeting in fair and impartial manner, regulate voting in meeting and explain objective and implication of resolution.
30. 1 Proxy can be appointed for maximum 50 members and members holding in aggregate 10% of total PUSC carrying VR.
31. Proxy form should be signed by member or authorized signatory if member is individual and should be with duly authorized attorney i.e. Board Resolution if member is a Body Corporate.
32. Proxy dated last shall be valid and proxy form should be delivered within 48 hours before commencement of the meeting.
33. Inspection of Proxy can be done 24 hours before start of the GM till the conclusion of the meeting.
34. Postal Ballot only when minimum member are 200. Ordinary Business should not to be conducted through postal ballot. Postal Ballot can include E-voting.
35. Minutes of the GM should be made as per the minutes made as per SS-1 except draft minutes thing. (Click to read article on SS-1)
36. Final Minutes shall be signed by chairman and entered within 30 days of GM.
37. Ballot process should be provided at the GM whether E-voting facility is provided or not.
38. Qualification, Observation, Comments provided by PCA, PCS should be read at the meeting.
For any other queries or requirements contact:
CS Arpit Garg
8447773833
arpitgargcs@gmail.com
Very good attempt. Keep posting all your articles. make it as a book let and sell it for meagre amount say rs. 100 etc. so that it will get publicity or free of cost really. please do post some more articles. thank you good day and good morning
Thanks For the Appreciation. All these things motivates us to post good work and thanks for the suggestion will keep this is mind. Good Day Cheers!