MOCK GENERAL MEETINGS (SS-2)- PPT- Part 2.pptx

MOCK GENERAL MEETINGS (SS-2)- PPT- Part 2

1. MOCK GENERAL MEETINGS (SS-2) 1 RRR Chambers - [email protected] RRR CHAMBERS Email ID- [email protected]

2. COPYRIGH T & DISCLAIMER The contents of the presentation are intended solely for Education and Training purpose of the University to whom the same is marked by us. No circulation, publication, or unauthorised use of the presentation in any form is allowed, except with author prior written permission. No part of this presentation is intended to be professional advice, or solicitation of professional assignment , except with author prior written permission. 2 RRR Chambers - [email protected]

3. 3 11) Can a general meeting resolution be withdrawn? 3 SECRETARIAL STANDARD-2 11) ABC LTD DISTRIBUTED AMAZON GIFT COUPONS TO ITS MEMBERS IN ITS AGM. CAN THE COMPANY DO SO? OPTIONS: YES NO DISTRIBUTION OF GIFTS IN MEETING RRR Chambers - [email protected]

4. 4 4 SECRETARIAL STANDARD-2 14. DISTRIBUTION OF GIFTS: No gifts, gift coupons, or cash in lieu of gifts shall be distributed to Members at or in connection with the Meeting DISTRIBUTION OF GIFTS IN MEETING RRR Chambers - [email protected]

5. 5 11) Can a general meeting resolution be withdrawn? SECRETARIAL STANDARD-2 11) ABC LTD DISTRIBUTED AMAZON GIFT COUPONS TO ITS MEMBERS IN ITS AGM. CAN THE COMPANY DO SO? OPTIONS: YES NO Ans : B (No) DISTRIBUTION OF GIFTS IN MEETING RRR Chambers - [email protected]

6. 6 12) Chairman shall have casting vote in the following circumstances at AGM? Only when articles provide When articles are silent (C) Only when chairman is member of the company. Options: (1) A & B (2) B & C 6 SECRETARIAL STANDARD-2 CASTING VOTE RRR Chambers - [email protected]

7. 7 7.6 Unless otherwise provided in the Articles, in the event of equality of votes, whether on show of hands or electronically or on a poll, the Chairman of the Meeting shall have a second or casting vote. SECRETARIAL STANDARD-2 CASTING VOTE RRR Chambers - [email protected]

8. 8 SECRETARIAL STANDARD-2 ANSWER: 1 ( A & B) 12) Chairman shall have casting vote in the following circumstances at AGM? Only when articles provide When articles are silent (C) Only when chairman is member of the company. Options: (1) A & B (2) B & C CASTING VOTE RRR Chambers - [email protected]

9. 9 13) A General Meeting shall be convened by or on the? (1) Authority of the board (2) Any member of the company (3) Both (4) None of these 9 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

10. 10 1.1 Authority: A General Meeting shall be convened by or on the authority of the Board. 10 SECRETARIAL STANDARD-2 Proxies of Meeting RRR Chambers - [email protected]

11. 11 SECRETARIAL STANDARD-2 Proxies of Meeting 13) A General Meeting shall be convened by or on the? (1) Authority of the board Any member of the company (3) Both None of these Ans ։ (1) Authority of the board Ans: (1) Ans: (1) Authority of the board An: (1) Authority of the board Ans: (1) Authority of the board RRR Chambers - [email protected]

12. 12 Ans: (1) May 2015 14) If a company is incorporated in the month of august 2014, when its AGM should be held ? (1) May 2015 (2) September 2015 (3) By December 2014 (4) September 2014 12 SECRETARIAL STANDARD-2 Ans: (1) May 2015 Ans: (1) May 2015 RRR Chambers - [email protected]

13. 2.1 A company shall holds its first Annual General Meeting, within nine months from the date of closing of the first financial year of the company and thereafter in each Calendar Year within six months of the close of the financial year, it shall not be necessary for the company to hold any Annual General Meeting in the Calendar Year of its incorporation.​ 13 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

14. 14 Ans: (1) May 2015 14) If a company is incorporated in the month of august 2014, when its AGM should be held ? (1) May 2015 (2) September 2015 (3) By December 2014 (4) September 2014 ANS ։ (1) MAY 2015 14 SECRETARIAL STANDARD-2 Ans: (1) May 2015 RRR Chambers - [email protected]

15. 15 15) AGM cannot be held on? National Holidays & Outside business hours (9 a.m. to 6 p.m.) (2) National Holidays Outside business hours (9 a.m. to 6 p.m.) (4) All of the above 15 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

16. 16 1.2.4 Annual General Meetings shall be called during Business hours, i.e., between 9 a.m. and 6 p.m., on a day that is not a National Holiday. 16 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

17. 17 SECRETARIAL STANDARD-2 15) AGM cannot be held on? National Holidays & Outside business hours (9 a.m. to 6 p.m.) (2)National Holidays Outside business hours (9 a.m. to 6 p.m.) All of the above Ans: (4) All of the above Ans: (4) All of the above Ans: (4) All of the above ANS ։(4) ALL OF THE ABOVE RRR Chambers - [email protected]

18. 18 16) what is the course of action with regard to notice in case of the death of the member ? (1 ) Where securities are held singly, notice to be sent to the Nominee of the single holder. (2) Where securities are held by more than 1 person jointly and any joint holder dies, notice to be sent to the surviving first joint holder (3) Only 1 (4) Both 1 & 2 18 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

19. 19 1.2.1: 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 19 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

20. 20 SECRETARIAL STANDARD-2 16) what is the course of action with regard to notice in case of the death of the member ? (1 ) Where securities are held singly, notice to be sent to the Nominee of the single holder. (2) Where securities are held by more than 1 person jointly and any joint holder dies, notice to be sent to the surviving first joint holder (3) Only 1 (4) Both 1 & 2 ANS ։(4) Both 1& 2 RRR Chambers - [email protected]

21. 21 17) presence of Secretarial Auditor of the company in AGM? 1) Must. (2) Only When the Chairman invite. (3) When the articles provide. (4) On the option of the Secretarial Auditor 21 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

22. 22 4.3 The Secretarial Auditor, unless exempted by the company shall, either by himself or through his authorized representative, attend the Annual General Meeting and shall have the right to be heard at such Meeting on that part of the business which concerns him as Secretarial Auditor. 22 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

23. 23 17) presence of Secretarial Auditor of the company in AGM? 1) Must. (2) Only When the Chairman invite. (3) When the articles provide. (4) On the option of the Secretarial Auditor Ans ։(2) only when the chairman invite SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

24. 24 18) Secretarial Standards of general meeting for the OPC’s shall be applicable in the following situations? (1) OPC with 1 director (2) OPC with 2 directors (3) OPC with all situations (4) Not applicable to OPC 24 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

25. 25 This Standard is applicable to all types of General Meetings of all companies incorporated under the Act except One Person Company (OPC) and class or classes of companies which are exempted by the Central Government through notification. 25 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

26. 26 SECRETARIAL STANDARD-2 18) Secretarial Standards of general meeting for the OPC’s shall be applicable in the following situations? (1) OPC with 1 director (2) OPC with 2 directors (3) OPC with all situations (4) Not applicable to OPC ANS ։ (4) Not applicable to OPC RRR Chambers - [email protected]

27. 27 19) which company has to host its notice on the website? (1) All (2) private company (3) Public company. (4) Company having website. 27 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

28. 28 1.2.3. In case of companies having a website, the Notice shall be hosted on the website. 28 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

29. 29 SECRETARIAL STANDARD-2 19) which company has to host its notice on the website? (1) All (2) private company (3) Public company. (4) Company having website. ANS ։(4) Company having website

30. 30 20) A company consisting of a body corporate as its shareholder's, Identify the correct statement for purpose of quorum? (A) Single person on behalf of all body corporate can form quorum. (B) Single person cannot be counted for all companies for the purpose of quorum. (C) At least 2persons are required for qualifying quorum. Options: (1) Both A & C (2) Both B & C 30 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

31. 31 3.2 A duly authorized representative of a body corporate or the representative of the President of India or the Governor of a State is deemed to be a Member personally present and enjoys all the rights of a Member present in person. One person can be an authorized representative of more than one body corporate. 31 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

32. 32 SECRETARIAL STANDARD-2 20) A company consisting of a body corporate as its shareholder's, Identify the correct statement for purpose of quorum? ( A) Single person on behalf of all body corporate can form quorum. (B) Single person cannot be counted for all companies for the purpose of quorum. (C) At least 2persons are required for qualifying quorum. Options: (1) Both A & C (2) Both B & C ANS ։(1) Both A& C RRR Chambers - [email protected]

33. PART 3 33 RRR Chambers - [email protected]

34. 34 MOCK GENERAL MEETING RRR Chambers - [email protected]

35. 35 Characteristics of Meeting Characteristics Chairman Company Secretary & Auditor CFO CEO Directors Managing Director Whole Time Director Independent Director Non-Executive Director Nominee Director Members SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

36. CHAIRMAN 36 RRR Chambers - [email protected]

37. 37 RIGHTS OF CHAIRMAN SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

38. 38 Chairman of The Meeting CLAUSE: 7.6 SECOND or CASTING VOTE Unless otherwise provided in the articles, in the event of equality of votes, whether on show of hands or electronically or on a poll, the chairman of the meeting shall have a second or casting vote. Where the chairman has entrusted the conduct of proceedings in respect of an item in which he is interested to any dis -interested Director or to a Member, a person Who so takes the chair shall have a second or casting vote. SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

39. 39 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

40. DIRECTORS 40 RRR Chambers - [email protected]

41. SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

42. 42 DUTIES OF DIRECTORS SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

43. 4.1 Directors 4.1.1 If any Director is unable to attend the Meeting, the Chairman shall explain such absence at the Meeting. The Chairman of the Audit Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee, or any other Member of any such Committee authorized by the Chairman of the Committee to attend on his behalf, shall attend the General Meeting. 4.1.2 Directors who attend General Meetings of the company and the Company Secretary shall be seated with the Chairman. The Company Secretary shall assist the Chairman in conducting the meeting 43 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

44. WHOLE TIME DIRECTOR 44 RRR Chambers - [email protected]

45. WHOLE TIME DIRECTOR 45 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

46. MANAGING DIRECTOR 46 RRR Chambers - [email protected]

47. Managing Director 47 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

48. WOMAN DIRECTOR 48 RRR Chambers - [email protected]

49. Applicable to- 49 WOMAN DIRECTOR SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

50. INDEPENDENT DIRECTOR 50

51. ROLES 51 INDEPENDENT DIRECTOR SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

52. 52 INDEPENDENT DIRECTOR ROLES SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

53. NOMINEE DIRECTOR 53

54. 54 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

55. NOMINEE DIRECTOR 55 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

56. NON EXECUTIVE DIRECTOR 56

57. 57 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

58. COMPANY SECRETARY 58

59. Duties & Responsibilities of COMPANY SECRETARY . Confirm the date of AGM with the Board. 2.Estimate the number of attendees. 3.Prepare & send the notice of meeting. 4.Organise & book a suitable venue. 5.Prepare & discuss with the Chairman an order proceedings, setting out the       various resolutions to be passed in the meeting. 6.Ensure that the Chairman is primed with a suitable script to deal with the meeting. 7. Arrange for all necessary presentation equipments to be available at the   venue. 8.Ensure about the catering & hospitality arrangements. 9.Consider contingency plans. 10.A CS should carry following documents with him in a AGM :-       (a) MOA & AOA of the Company       (b) Financial report       (c) Listing requirement of the NSE (Green Book)       (d) Register of Members       (e) Register of Directors       (f) Record of directors attendance of meetings       (g) Stock exchange code of corporate governance 59 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

60. 60 COMPANY SECRETARY SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

61. CHIEF FINANCIAL OFFICER 61

62. APPOINTMENT 62 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

63. Restrictions 63 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

64. MEMBERS 64

65. 65 MEMBERS SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

66. SHARE HOLDER 66

67. 67 FRAME WORK SHAREHOLDERS' RIGHTS requisition for and convene general meetings attend, appoint a proxy and speak at general meetings vote at general meetings SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

68. PROXY 68

69. 69 PROXY SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

70. NOMINEE RESIDENT OF INDIA 70

71. CA 2013 introduces significant changes to the composition of the boards of directors. Every company is required to appoint 1 (one) resident director on its board. Nominee directors shall no longer be treated as independent directors. Listed companies and specified classes of public companies are required to appoint independent directors and women directors on their boards. CA 2013 for the first time codifies the duties of directors. SEBI amends the Listing Agreement (with prospective effect from October 01, 2014) to align it with CA 2013. 71 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

72. STATUTORY AUDITOR 72

73. 73 STATUTORY AUDITOR SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

74. SECRETARIAL AUDITOR 74

75. 75 SECRETARIAL AUDITOR SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

76. 76 SECRETARIAL AUDITOR SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

77. WHICH COMPANIES SECRETARIAL AUDIT IS MANDATORY 77 WHO IS A KEY MANAGERIAL PERSONNEL SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

78. COST AUDITOR 78

79. APPOINTMENT OF COST AUDITORS 79 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

80. 80 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

81. REGISTRAR & SHARE TRANSFER AGENT 81

82. 82 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

83. SCRUTINIZER 83

84. Q1. WHO IS SCRUTINISER AND HOW ONE SHOULD BE APPOINTED? As per SS-2 Para 8.4(a) The scrutinizer (s) may be a Company Secretary in Practice, a Chartered Accountant in Practice, a Cost Accountant in Practice, or an Advocate or any other person of repute who is not in the employment of the company and who can, in the opinion of the Board, scrutinize and ensure that the scrutiny of the votes cast on the e-voting process or Poll or the ballot process, as the case may be, in a fair and transparent manner. 84 SECRETARIAL STANDARD-2 RRR Chambers - [email protected] The Chairman shall appoint scrutinizer. The scrutinizer (s) so appointed may take assistance of a person who is not in employment of the company and who is well-versed with the e-voting system. Prior consent to act as a scrutinizer(s) shall be obtained from the scrutinizer(s) and placed before the Board for noting.

85. 85 SCRUTINIZER SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

86. AUDIT COMMITTEE CHAIRMAN 86

87. Applicability 87 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

88. INTERNAL AUDITOR 88

89. SCOPE & APPLICABULITY As Per section 138(1) of the COMPANIES ACT 2013, such class or class of companies as may be Prescribed shall be required to appoint an internal auditor to conduct internal audit of the functions and activities of the company 89 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

90. APPOINTMENT OF INTERNAL AUDITOR 90 WHO IS A KEY MANAGERIAL PERSONNEL SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

91. 91 [email protected] 91 ROUND-1 RRR Chambers - [email protected]

92. 92 FRAME WORK 1.Basic information Qualification Role for today AGM Relevant secretarial standard provision SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

93. 93 ROUND-2 RRR Chambers - [email protected]

94. 94 RRR Chambers - [email protected]

95. BRAIN TEASER Secretarial Standard-2 95 RRR Chambers - [email protected]