Interactive meeting on Secretarial Standards 1 &2 - PPT.pptx

Interactive meeting on Secretarial Standards 1 &2

1. Interactive meeting on Secretarial Standards 1 &2 Bangalore By RRR CHAMBERS Email ID- [email protected] 1

2. 2 RRR Chambers - [email protected]

3. 3 COVERAGE: Secretarial Standards 1 – Meeting of the Board of Directors Secretarial Standards 2 – General Meeting PURPOSE OF MEETING : To solicit suggestions from Industry and fellow professionals. To identify the practical difficulties and hitches in the law and provide a rescue through the Secretarial Standards SCOPE OF THE STANDARD : Applicable to all Meetings of Board of Directors of all Companies including Private Companies Applicable to meetings of Committee(s) Not applicable to One person companies RRR Chambers - [email protected]

4. 4 RELEVANT LEGAL PROVISIONS : Sec 118 of Companies Act 2013 : As per Sec 118( 10) “Every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980, and approved as such by the Central Government” Sec 205 (1) of Companies Act 2013 : The functions of the company secretary shall include to ensure that the company complies with the applicable secretarial standards For the purpose of this section, the expression “secretarial standards” means secretarial standards issued by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 and approved by the Central Government. RRR Chambers - [email protected]

5. 5 Meetings of the Board Secretarial standard -1 RRR Chambers - [email protected]

6. 6 Provisions of Companies Act 2013 Extract of Section 173-Meetings of the Board first meeting of the Board of Directors within thirty days of the date of its incorporation minimum number of four meetings of its Board of Directors every year not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board participation of directors in a meeting of the Board may be either in person or through video conferencing or other audio visual means not less than seven days’ notice in writing to every director at his address registered Every officer of the company’s duty it is to give notice Exemption to One Person Company, small company and dormant company with only one meeting RRR Chambers - [email protected]

7. 7 Extract of Section 174 – Quorum for meetings of the Board Participation of the directors by video conferencing or by other audio visual means shall also be counted for the purposes of quorum Adjourned to the same day at the same time and place in the next week or if that day is a national holiday, till the next succeeding day, which is not a national holiday, at the same time and place. Number of interested directors exceeds or is equal to two thirds of the total strength of the Board of Directors, the number of directors who are not interested directors and present at the meeting, being not less than two, shall be the quorum during such time . RRR Chambers - [email protected]

8. 8 Extract of Section 175 – Passing of resolution by circulation. Has been approved by a majority of the directors or members, who are entitled to vote on the resolution Not less than one-third of the total number of directors of the Company may require a meeting. RRR Chambers - [email protected]

9. 9 Board meetings Two types of Board Meetings : RRR Chambers - [email protected]

10. 10 Board meetings RRR Chambers - [email protected]

11. 11 Overall Coverage of Board Meetings with Standards RRR Chambers - [email protected]

12. 12 Convening a meeting Act : Silent Rules : Silent Table F : Article 67. ( i ) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit. ( ii ) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board. RRR Chambers - [email protected]

13. 13 Standard : 1.1.1 Any Director of a company may, at any time, summon a Meeting of the Board, and the Manager or Secretary on the requisition of a Director, shall convene a Meeting of the Board, unless the Articles provide otherwise. 1.1.2 The Chairman may, with the consent of the majority of Directors present at a Meeting at which a Quorum is present, adjourn the Meeting for any reason, at any stage of the Meeting. RRR Chambers - [email protected]

14. 14 Question Can the Articles provide restrictions relating to whether the Board meeting like only Managing Director or Chairman can call for the meeting , quorum of the Joint venture partners etc ??? Standard : Any Director of a company may, at any time, summon a Meeting of the Board, and the Manager or Secretary on the requisition of a Director, shall convene a Meeting of the Board , unless the Articles provide otherwise RRR Chambers - [email protected]

15. 15 Question Whether the Company secretary can call for a meeting on his own?? Standard : Any Director of a company may, at any time, summon a Meeting of the Board, and the Manager or Secretary on the requisition of a Director , shall convene a Meeting of the Board, unless the Articles provide otherwise. RRR Chambers - [email protected]

16. 16 Shall we suggest this??? However the Company Secretary in the following situations may call for Board meeting on his own by virtue of his Statutory position : If the stipulated period as required under the Section has passed and where the the Chairman, Managing Director, Board of Director’s have not take the initiative to convene the meeting . Deadlock in the management If court is constituted by the Tribunal , High court or any other regulatory authority Power of the Government under oppression or mismanagement As per direction of court of law RRR Chambers - [email protected]

17. 17 Time and Place of the meeting Act : Adjourned Meeting for want of Quorum not be held on a National Holiday, Rules : Silent Table F : Silent Standard : A Meeting may be held at any time and place, on any day The place of a Meeting held through Electronic Mode shall be deemed to be in India. RRR Chambers - [email protected]

18. 18 Question time !! Can the original Board meeting be held on a National holiday??? Standard : A Meeting adjourned for want of Quorum shall not be held on a National Holiday . However there is no such bar in case of an original Board meeting RRR Chambers - [email protected]

19. 19 Shall we suggest this??? The original Board meeting can / cannot be held on a National Holiday Or A Board meeting can be held on a national holiday also however it is the duty of the Board of Director’s to ensure compliance of National holidays Act , Shops and Establishments Act and any other applicable legal provisions RRR Chambers - [email protected]

20. 20 Notice Act : Sec 173 ( 3) A meeting of the Board shall be called by giving not less than seven days notice in writing to every director at his address registered with the company and such notice shall be sent by hand delivery or by post or by electronic means. Rules : Silent Table F : Silent RRR Chambers - [email protected]

21. 21 Standard : Notice in writing of every Meeting shall be given to every Director by hand or by post or by courier or by facsimile or by e-mail at his address registered with the company or by any other Electronic Mode. Notice convening a Meeting shall be given at least seven days before the date of the Meeting unless the Articles prescribe a longer period. Listed company, a period of seven days shall exclude the date of Notice and the Meeting. The Notice shall specify the day, date, time and full address of the venue of the Meeting . RRR Chambers - [email protected]

22. 22 Whether notice is required even if the dates are prefixed in advance by Articles of Association or first Board meeting of the Financial year???? Question ??? Standard : 1.3.4 The Notice of a Meeting shall be given even when Meetings are held on pre-determined dates or at pre-determined intervals. RRR Chambers - [email protected]

23. 23 Question ??? Whether address mentioned in the DIN is mandatory? Can a Director have option to give additional address other than DIN??? Standard : T he Notice shall be sent to the postal address in India or e-mail address or fax number registered by the Director with the company or in the absence of such details or any change thereto, any of such addresses or fax number appearing in the Director Identification Number (DIN) registration of the Director. RRR Chambers - [email protected]

24. 24 Shorter Notice Act : A meeting of the Board may be called at shorter notice to transact urgent business subject to the condition that at least one independent director , if any, shall be present at the meeting: Provided further that in case of absence of independent directors from such a meeting of the Board, decisions taken at such a meeting shall be circulated to all the directors and shall be final only on ratification thereof by at least one independent director , if any. Rules : Silent Table F : Silent RRR Chambers - [email protected]

25. 25 Question time !! Shorter notice can be called for urgent purposes. The word urgency is based on organization / structure of the Board / at the discretion of the regulatory authority??? Whether regular items of business can be transacted in such urgent meetings??? RRR Chambers - [email protected]

26. 26 Standard : To transact urgent business , the Notice, Agenda and Notes on Agenda may be given at shorter period of time than stated above. The proposal to hold a Meeting at a shorter notice shall be stated in the Notice . At least one Independent Director , if any, shall be present at such Meeting. If no Independent Director is present , decisions taken at such a Meeting shall be circulated to all the Directors and shall be final only on ratification thereof by at least one Independent Director , if any. In case the company does not have an Independent Director, the decisions shall be final only on ratification thereof by a majority of the Directors of the company . However the Board shall be responsible for proving the word urgency based on its business need or circumstances as may be prevailing in the Company RRR Chambers - [email protected]

27. 27 Question ??? Is it mandatory to serve Agenda ???? RRR Chambers - [email protected]

28. 28 Agenda RRR Chambers - [email protected]

29. 29 Standard : The Agenda, setting out the business to be transacted at the Meeting, and Notes on Agenda shall be given to the directors at least five days before the date of the Meeting . Agenda and Notes on Agenda shall be sent to all Directors by hand or by post or by courier or by e-mail at their address registered with the company or by any other Electronic Mode Notice, Agenda and Notes on Agenda shall be given to the Original Director also. RRR Chambers - [email protected]

30. 30 Shall we suggest this??? For small companies, unlisted public companies where there is no public interest directly or indirectly by virtue of loans from Banks , Financial institutions or otherwise, circulation of Agenda in advance is at the option of the Board RRR Chambers - [email protected]

31. 31 Frequency of meeting Act : Sec 173 Every company shall hold the first meeting of the Board of Directors within thirty days of the date of its incorporation and thereafter hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board Rules : Silent Table F : Silent RRR Chambers - [email protected]

32. 32 Question ??? Can a Company conduct continuously four meetings irrespective of the quarters??? Standard : The Board shall hold its first Meeting within thirty days of the date of its incorporation and thereafter shall hold at least four Meetings in each calendar year with a maximum interval of one hundred and twenty days between any two consecutive Meetings. In the calendar year of incorporation, it shall be sufficient if, after the first Meeting, one Meeting is held in each quarter , subject to a maximum interval of one hundred and twenty days between two consecutive Meetings. RRR Chambers - [email protected]

33. 33 Quorum Act : Sec 174 one third of its total strength or two directors , whichever is higher , and the participation of the directors by video conferencing or by other audio visual means Meeting of the Board could not be held for want of quorum , the meeting shall automatically stand adjourned to the same day at the same time and place in the next week . If that day is a national holiday, till the next succeeding day, which is not a national holiday , at the same time and place. If Interested directors exceeds or is equal to two thirds , not interested directors shall for m the quorum. Rules : Silent Table F : Silent RRR Chambers - [email protected]

34. 34 Question Whether quorum is required during the beginning of the meeting or throughout the meeting or at the end of the meeting??? Standard : Quorum shall be present throughout the Meeting . Quorum shall thus be present not only at the time of commencement of the Meeting but also while transacting business . RRR Chambers - [email protected]

35. 35 Standard : Directors participating in a Meeting through Electronic Mode shall be counted for the purpose of Quorum. The Quorum for a Meeting of the Board shall be one-third of the total strength of the Board, or two Directors, whichever is higher. Number of Interested Directors exceeds or is equal to two-thirds of the total strength, the remaining Directors present at the Meeting , being not less than two ,. RRR Chambers - [email protected]

36. 36 Multi tasking in a meeting Video Conferencing RRR Chambers - [email protected]

37. 37 Video Conferencing Act : The participation of directors in a meeting of the Board may be either in person or through video conferencing or other audio visual means. Rules : The notice of the meeting shall provide all the necessary information to enable the directors to participate through video conferencing mode or other audio visual means. A director intending to participate through video conferencing or audio visual means shall communicate his intention to the Chairperson or the company secretary of the company. RRR Chambers - [email protected]

38. 38 Prior intimation to that effect sufficiently in advance so that company is able to make suitable arrangements in this behalf. At the beginning of the calendar year and such declaration shall be valid for one calendar year. In the absence of any intimation it shall be assumed that the director shall attend the meeting in person . Matters not to be dealt with in a meeting through video conferencing or other audio visual means: the approval of the annual financial statements; (ii) the approval of the Board’s report ; (iii) the approval of the prospectus; (iv) the Audit Committee Meetings for consideration of accounts; and (v) the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover . RRR Chambers - [email protected]

39. 39 Table F : Silent Standard : 1.2.2 A Meeting may be held by Physical or through Electronic Mode . Approval of the annual financial statements , Board’s report , prospectus and matters relating to amalgamation, merger, demerger, acquisition and takeove r shall not be dealt with in a Meeting through Electronic Mode. Similarly, Meetings of the Audit Committee for consideration of accounts of the company shall not be held through Electronic Mode . RRR Chambers - [email protected]

40. 40 Can Director’s participate through video-conferencing mode in a physical meeting???? Question ??? RRR Chambers - [email protected]

41. 41 Standard : 1.3.3 In case the facility of participation through Electronic Mode is being made available, the Notice shall inform the Directors about the availability of such facility and provide them necessary information to access such facility. Where such facility is provided, the Notice shall seek advance confirmation from the Directors as to whether they will attend the Meeting through Electronic Mode. The Notice shall also contain the contact number or e-mail address ( es ) of the Chairman or Secretary or any other authorised person , to whom the Director shall confirm in this regard. In the absence of an advance communication or confirmation from the Director as above, it shall be presumed that he will physically attend the Meeting. RRR Chambers - [email protected]

42. 42 Resolution by Circulation Act : Resolution has been circulated in draft To all the directors, or members of the committee, as the case may be, at their addresses registered with the company in India Hand delivery or by post or by courier, or through such electronic means Approved by a majority of the directors or members Not less than one-third of the total number of directors of the company require that any resolution under circulation must be decided at a meeting, the chairperson shall put the resolution to be decided at a meeting of the Board. Shall be noted at a subsequent meeting of the Board or the committee RRR Chambers - [email protected]

43. 43 Rules : A resolution in draft form may be circulated to the directors together with the necessary papers for seeking their approval, by electronic means which may include E-mail or fax. Table F : Silent Standard : Deemed to have been passed on the last date specified. Date on which assent from more than two-third of the Directors have been received A maximum of seven days from the date of circulation of the draft of the resolution may be given to the Directors to respond and the last date shall be computed accordingly. RRR Chambers - [email protected]

44. 44 Each Resolution shall be separately explained. Resolutions passed by circulation are deemed to be passed at a duly convened Meeting of the Board Giving Retrospective effect to a resolution shall be avoided unless permitted by law . Resolutions passed by circulation should be noted at the next Meeting of the Board RRR Chambers - [email protected]

45. 45 Case study!! A resolution is being circulated for the approval of Director’s . There are 9 director’s in a Company In which of the following situations , resolution is deemed to have been passed??? RRR Chambers - [email protected]

46. 46 RRR Chambers - [email protected]

47. 47 The resolution shall be deemed to have been passed on the last date specified for signifying assent or dissent by the Directors or the date on which assent from more than two-third of the Directors have been received, whichever is earlier, and shall be effective from that date, if no other effective date is specified in such Resolution. In case the Director doesn’t respond on or before the last date specified for signifying assent or dissent , it shall be presumed that the Director has abstained from voting. If the approval of the majority of Directors entitled to vote is not received by the last date specified for receipt of such approval, the resolution shall be considered as not passed. Related points in the Standards RRR Chambers - [email protected]

48. 48 Interested Director Concept Act : Sec 2( 49) “interested director ” means a director who is in any way, whether by himself or through any of his relatives or firm, body corporate or other association of individuals in which he or any of his relatives is a partner, director or a member , interested in a contract or arrangement, or proposed contract or arrangement, entered into or to be entered into by or on behalf of a company; Interested Director : Sec 184 Every director of a company who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement or proposed contract or arrangement entered into or to be entered into— with a body corporate in which such director or such director in association with any other director, holds more than two per cent . shareholding of that body corporate, or is a promoter, manager, Chief Executive Officer of that body corporate; or RRR Chambers - [email protected]

49. 49 (b ) with a firm or other entity in which, such director is a partner, owner or member, as the case may be, shall disclose the nature of his concern or interest at the meeting of the Board in which the contract or arrangement is discussed and shall not participate in such meeting Disclosure of interest by the Directors : Sec 184 Every director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the disclosures already made , then at the first Board meeting held after such change, disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals which shall include the shareholding, in such manner as may be prescribed. RRR Chambers - [email protected]

50. 50 Rules : 9. Disclosures by a director of his interest - (1) Every director shall disclose his concern or interest in any company or companies or bodies corporate (including shareholding interest), firms or other association of individuals, by giving a notice in writing in Form MBP 1. (2) It shall be the duty of the director giving notice of interest to cause it to be disclosed at the meeting held immediately after the date of the notice . (3) All notices shall be kept at the registered office and such notices shall be preserved for a period of eight years from the end of the financial year to which it relates and shall be kept in the custody of the company secretary of the company or any other person authorised by the Board for the purpose. Table F : Silent RRR Chambers - [email protected]

51. 51 Question time !! What is interested director??? Whether 2% as defined in Sec 174 Or Definition as per sec 2 ( 3) be followed ??? RRR Chambers - [email protected]

52. 52 Standard : As per Secretarial Standard 1 : “ Interested Director ” means a Director who is in any way, whether by himself or through any of his relatives or firm, body corporate or other association of individuals in which he or any of his relatives is a partner, director or a member, interested in a contract or arrangement, or proposed contract or arrangement, entered into or to be entered into by or on behalf of a company. As per Secretarial Standard 2 : In case any item of Special Business to be transacted at a Meeting of the company relates 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. RRR Chambers - [email protected]

53. 53 Let us take a break to see funny interpretations of Management Decisions RRR Chambers - [email protected]

54. 54 Secretarial Standard – 2 General Meeting RRR Chambers - [email protected]

55. 55 General Meetings RRR Chambers - [email protected]

56. 56 Overall Coverage of General meetings and Standards RRR Chambers - [email protected]

57. 57 Convening of meeting Act: Silent Rules : Silent Table F : Silent RRR Chambers - [email protected]

58. 58 Standard : The Board of its own accord or on the requisition of Members who, as on the date of the receipt of the requisition, hold not less than one-tenth of the paid-up share capital carrying voting rights or voting power of the company, should, convene or authorize convening of an Extra-ordinary General Meeting of the company. If, on a requisition having been made in this behalf, the Board, within twenty-one days from the date of receipt of a valid requisition, fails to convene a Meeting on any day within forty-five days from the date of receipt of such requisition, the requisitionists may themselves call the Meeting within 3 months from the date of requisition, in the manner prescribed under the Act. If the requisition pertains to an item which is required to be passed by means of a postal ballot under the Act or any other law, the Board should proceed to conduct the voting by postal ballot, within forty-five days from the date of receipt of such requisition. RRR Chambers - [email protected]

59. 59 Question Can a Company Secretary on his own call for a General Meeting.??? Standard : A General Meeting shall be convened on the authority of the Board. The Board of its own accord or on the requisition of Members who, as on the date of the receipt of the requisition, hold not less than one-tenth of the paid-up share capital carrying voting rights or voting power of the company, shall, convene or authorize convening of an Extra-ordinary General Meeting of the company. RRR Chambers - [email protected]

60. 60 Notice Act : To every member of the company, legal representative of any deceased member or the assignee of an insolvent member the auditor or auditors of the company every director of the company Rules : Silent RRR Chambers - [email protected]

61. 61 Standard : Notice in writing of every Meeting shall be given to every Member of the company Such Notice shall also be given to the Directors and Auditors of the company, to the Secretarial Auditor, to Debenture Trustees. In case of joint shareholders the Notice shall be given to the person whose name appears first in the Register of Members or in the records of the depository Where the company has received intimation of death of a Member, the Notice of Meeting shall be sent as under: a) where securities are held singly, to the Nominee of the single holder ; b) where securities are held by more than one person jointly and any joint holder dies, to the surviving first joint holder ; c) where securities are held by more than one person jointly and all the joint holders die, to the Nominee appointed by all the joint holders ; RRR Chambers - [email protected]

62. 62 Question Whether explanatory statement shall also be published or abstract of notice and explanatory statement is enough ??? Standard : 1.2.3 In case of public companies, the Notice along with the site map of the venue of the Meeting shall be hosted on the website, if any, of the company. In case of listed companies, an abridged version of the Notice , listing the items of business and the day, date, time and full address of the venue of the Meeting along with the link of the website address where the Notice is hosted, may be published in English in a leading national newspaper RRR Chambers - [email protected]

63. 63 Question Whether display of General meeting notice on the website of the Company is sufficient requirement for members who are neither accessible by email or post Whether publication in E- newspaper is sufficient enough as service of notice of AGM RRR Chambers - [email protected]

64. 64 Standard : 1.2.2 Notice shall be sent by hand or by post or by courier or by facsimile or by e-mail or by any other electronic mode. In case the Notice and accompanying documents are given by electronic mode, these shall be sent to the Members’ e-mail addresses, registered with the company or provided by the depository, in the manner prescribed under the Act. In case of the Directors, Auditors, Secretarial Auditors and others, if any, the Notice and accompanying documents shall be sent at the e-mail addresses provided by them to the company, if being sent by electronic mode. 1.2.3 In case of public companies, the Notice alongwith the site map of the venue of the Meeting shall be hosted on the website, if any, of the company. In case of listed companies, an abridged version of the Notice, listing the items of business and the day, date, time and full address of the venue of the Meeting along with the link of the website address where the Notice is hosted, may be published in English in a leading national newspaper. RRR Chambers - [email protected]

65. 65 Frequency of meetings Act : Every company other than a One Person Company shall hold First AGM – within 9 months of end of financial year Other AGM’S – 6 months from the end of financial year Gap between two AGM’s – not more than 15 months AGM cannot be held on: National Holidays Outside business hours (9 a.m. to 6 p.m.) “ National Holiday” means and includes a day declared as National Holiday by the Central Government RRR Chambers - [email protected]

66. 66 Rules : Silent Table F : Silent Standard : Every company in each year shall hold a General Meeting called the Annual General Meeting. First Annual General Meeting within nine months in each year within six months of the close of the financial year , with an interval of not more than fifteen months between two successive Annual General Meetings Items of business of an urgent nature which need to be transacted before the next Annual General Meeting may be considered at an Extra-Ordinary General Meeting or by means of a postal ballot. RRR Chambers - [email protected]

67. 67 Question Can a resolution be withdrawn after it is proposed ??? Act , Rules, Table F: Silent Standard : Withdrawal of Resolutions Resolutions for items of business which are likely to affect the market price of the securities of the company shall not be withdrawn. RRR Chambers - [email protected]

68. 68 Question Can a resolution proposed be modified ??? Standard : Modifications to any Resolution which do not change the purpose of the Resolution materially may be proposed, seconded and adopted by the requisite majority at the Meeting and, thereafter, the amended Resolution shall be duly proposed, seconded and put to vote. No amendment to any proposed Resolution shall be made if it in any way alters the substance of the Resolution as set out in the Notice. Grammatical, clerical and factual errors, if any, may be corrected or converted into more formal language and, if the precise text of the Resolution was not included in the Notice, it may be corrected into a formal Resolution, provided there is no departure from the substance as stated in the Notice. RRR Chambers - [email protected]

69. 69 Voting RRR Chambers - [email protected]

70. 70 Show of Hands Act : Silent Rules : Silent Table F : Subject to any rights or restrictions for the time being attached to any class or classes of shares,— On a show of hands, every member present in person shall have one vote; RRR Chambers - [email protected]

71. 71 Standard : Every Resolution should, in the first instance, be put to vote on a show of hands . Resolutions requiring voting by poll should not be put to vote by show of hands. Every Member entitled to vote on a Resolution and present in person shall, on a show of hands, have only one vote irrespective of the number of shares held by him. A Proxy cannot vote on a show of hands RRR Chambers - [email protected]

72. 72 Postal Ballot Act : Section 110: Central Government may, by notification, declare to be transacted only by means of postal ballot other than ordinary business requisite majority of the shareholders shall be deemed to have been duly convened RRR Chambers - [email protected]

73. 73 Rules : Notice to shareholders by hand, or by post, or by facsimile, or by e-mail or by any other electronic mode. Paper Advertisement Appointment of Scrutinizer Custody of Scrutinizer Table F : Silent RRR Chambers - [email protected]

74. 74 Standard: Authority: Board of Director any other authority which is empowered by virtue of law NOTICE: all members Directors Statutory Auditors Secretarial Auditors Financial Institutions forms shall have a unique identification number A single postal ballot form may provide for multiple items of business to be transacted Rejection Items transacted by Postal ballot Results RRR Chambers - [email protected]

75. 75 Question Whether scrutinizer can be restricted to Corporate Advocate instead of Advocate?? Standard : 10.4 The Chairman shall appoint such number of scrutinisers , as he deems necessary, who may include a Practising Company Secretary, Practising Chartered Accountant, Practising Cost Accountant , or an Advocate or any other person of repute, to ensure that the scrutiny of the votes cast on a poll is done in a fair and transparent manner. RRR Chambers - [email protected]

76. 76 Proxy Act : Section 105: Appointment of proxy No right to speak Members not exceeding fifty deposited 48 hours before Meeting The instrument appointing a proxy shall— (a) be in writing; and (b) be signed by the appointer or his attorney Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person as a proxy to attend and vote at the meeting on his behalf RRR Chambers - [email protected]

77. 77 Rules : Member of a company registered under section 8 shall not be entitled to appoint any other person as his proxy unless such other person is also a member of such company. Provided that 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 and such person shall not act as proxy for any other person or shareholder. The appointment of proxy shall be in the Form No. MGT.11. Table F : The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a notarised copy of that power or authority, shall be deposited at the registered office of the company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105. RRR Chambers - [email protected]

78. 78 Standard : company should consider only the first fifty proxies in date as valid, In case of 50 members to 1 proxy Stamping of Proxies Execution of Proxies Proxies in Blank and Incomplete Proxies Deposit of Proxies Revocation of Proxies Inspection of Proxies Record of Proxies RRR Chambers - [email protected]

79. 79 Question Whether proxy shall be considere d first 50 or at the option of the member?? Standard : If a Proxy is appointed for more than fifty Members, he shall choose any fifty Members and confirm the same to the company before the commencement of specified period for inspection. In case, the Proxy fails to do so, the company shall consider only the first fifty proxies received in date as valid. RRR Chambers - [email protected]

80. 80 E-Voting Act : Section 108 The Central Government may prescribe the class or classes of companies and manner in which a member may exercise his right to vote by the electronic means Rules : Every listed company or company having not less than 1000 shareholders, Procedure for e- Voting open for not less than 1 day and not more than 3 days shareholders holding shares either in physical form or in dematerialized form, may cast their vote electronically: Appointment of Scrutinizer Table F: Silent RRR Chambers - [email protected]

81. 81 Standard : 17. Conduct of E-voting 17.1 E-voting should be conducted by the company in the manner prescribed under the Act. Every company that opts to provide E-voting facility should also comply with Act and rules in this regard. 17.2 E-voting facility, if provided, should be offered to all Members, irrespective of whether they hold shares in physical form or in dematerialised form. 17.6 The Board should appoint one scrutiniser , who may be a Practising Company Secretary, Practising Chartered Accountant, Practising Cost Accountant, or an advocate and any other person of repute who can scrutinize the e-voting process in a fair and transparent manner. RRR Chambers - [email protected]

82. 82 He should however not be an officer or employee of the company. 17.7 The Board should authorise the Chairperson to receive the scrutiniser’s report on E-voting with requisite details. The scrutiniser is required to submit his report within a period of not exceeding three working days from the date of conclusion of the e-voting. 17.8 Based on the scrutiniser’s report on E-voting and/or Postal Ballot and voting at the Meeting, as the case may be, the Chairperson or any other person authorised by the Chairperson in writing for this purpose, should announce the final result as to whether the Resolution has been carried or not, at the Meeting. RRR Chambers - [email protected]

83. 83 Question Whether listed Company can conduct ordinary business through e-voting via physical ballot mode?? Standard : 6.3.1 Every company, which has provided e-voting facility to its Members as above, shall also put every resolution to vote at the Meeting through physical ballot. In case any Member, who has voted by electronic mode, votes again at the Meeting, his vote at the Meeting shall be treated as invalid. RRR Chambers - [email protected]

84. 84 Adjournment / Postponement of General Meeting Act : Sec 103 If the quorum is not present within half-an-hour from the time appointed for holding a meeting of the company— the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other date and such other time and place as the Board may determine; In case of an adjourned meeting or of a change of day, time or place of meeting under clause above the company shall give not less than three days notice to the members If at the adjourned meeting also, a quorum is not present within half-an-hour from the time appointed for holding meeting, the members present shall be the quorum . RRR Chambers - [email protected]

85. 85 Rules : Silent Table F : ( i ) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place. ( ii ) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. ( iii ) When a meeting is adjourned for thirty days or more , notice of the adjourned meeting shall be given as in the case of an original meeting. ( iv ) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. RRR Chambers - [email protected]

86. 86 Standard : A duly convened Meeting shall not be adjourned arbitrarily by the Chairman . The Chairman may adjourn a Meeting with the consent of the Members , at which a Quorum is present, and shall adjourn a Meeting if so directed by the Members. Meetings may be adjourned for want of requisite Quorum If a Meeting is adjourned sine-die or for a 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. 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 The adjourned Meeting shall be held on the same day, in the next week at the same time and place or on such other day , not being a National Holiday RRR Chambers - [email protected]

87. 87 Question Can the Annual General Meeting be postponed/suspended/cancelled? RRR Chambers - [email protected]

88. 88 Standard : 1.2.11 A Meeting convened upon due Notice shall not be postponed or cancelled. If, for reasons beyond the control of the Board , a Meeting cannot be held on the date originally fixed, the Board may reconvene the Meeting after giving not less than three days intimation to the Members. The intimation shall be either sent individually 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 . RRR Chambers - [email protected]

89. 89 Report on Annual General Meeting Act : Sec 121 (1 ) Every listed public company shall prepare in the prescribed manner a report on each annual general meeting including the confirmation to the effect that the meeting was convened, held and conducted as per the provisions of this Act and the rules made there under. (2) The company shall file with the Registrar a copy of the report referred to in subsection (1) within thirty days of the conclusion of the annual general meeting with such fees as may be prescribed, or with such additional fees as may be prescribed Rules : Silent Table F : Silent RRR Chambers - [email protected]

90. 90 Standard : 19. Report of the Annual General Meeting Every listed company shall prepare a report of the Annual General Meeting in the prescribed form, including a confirmation that the Meeting was convened, held and conducted as per the provisions of the Act. Such report which shall be a fair and correct summary of the proceedings of the Meeting shall contain: i ) the day, date, time and venue of the Annual General Meeting; ii) confirmation with respect to appointment of Chairman of the Meeting; iii) number of members attending the meeting; iv) confirmation of quorum ; v) confirmation with respect to compliance of the Act and Standards with respect to calling, convening and conducting the Meeting; RRR Chambers - [email protected]

91. 91 vi) business transacted at the Meeting and result thereof; vii) particulars with respect to any adjournment, postponement of Meeting, change in venue; and viii) any other points relevant for inclusion in the report. RRR Chambers - [email protected]

92. 92 Question time !! Can a report of Annual General Meeting be signed by the Company Secretary in Practice in the absence of Secretary ?? RRR Chambers - [email protected]

93. 93 Act : Silent Rules : Silent Table F : Silent Standard : 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 Director, if there is one and Secretary of the company. Such report shall be filed with the Registrar of Companies within thirty days of the conclusion of the Annual General Meeting. RRR Chambers - [email protected]

94. 94 Steps to upload suggestion on Secretarial Standards 1&2 RRR Chambers - [email protected]

95. Please create user id with password and login 95 RRR Chambers - [email protected]

96. 96 RRR Chambers - [email protected]

97. 97 SS-1 or SS-2 may be selected for giving suggestions RRR Chambers - [email protected]

98. 98 RRR Chambers - [email protected]

99. 99 Clause no of the Standard on which suggestion is to be given must be selected RRR Chambers - [email protected]

100. 100 Any one of the criteria may be selected based on the suggestion type Please fill in your suggestion RRR Chambers - [email protected]

101. 101 Justification if any for the suggestion should be selected RRR Chambers - [email protected]

102. 102 RRR Chambers - [email protected]