MOCK GENERAL MEETINGS - (SS 2). presentation

MOCK GENERAL MEETINGS - (SS 2)

1. 1 RRR CHAMBERS Email ID- [email protected] RRR Chambers - [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. 4 2 RRR Chambers - [email protected]

3. general meeting - secretarial standards . 3 RRR Chambers - [email protected]

4. 4 040-66623101 [email protected] PART – 1 - BASIC INTRODUCTION OF SECRETARIAL STANDARDS (SS) RRR Chambers - [email protected]

5. Whether SECRETARIAL STANDARDS are 5 MANDATORY (or) OPTIONAL? RRR Chambers - [email protected]

6. 6 GOVERNING SECTIONS UNDER COMPANIES ACT, 2013 The Ministry of Corporate Affairs has accorded its approval to the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India (ICSI). SECRETARIAL STANDARDS RRR Chambers - [email protected]

7. 7 GENERAL MEETING Section 96 of Act Rules under Companies Act, 2013 Secretarial Standard – 2 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

8. Act Rules Table F (Articles of Association) Secretarial Standards 8 SECRETARIAL STANDARDS RRR Chambers - [email protected]

9. Notified on 23 rd April , 2015 Applicable from 1 st July, 2015 9 NOTIFICATION & APPLICABILITY SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

10. 10 SCOPE OF STANDARD SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

11. 11 SCOPE OF STANDARD SECRETARIAL STANDARD-2 NEW AMENDMENT WITH EFFECT FROM 01-04-2024: NON APPLICABILITY OF SS 2 PROVIDED WITH A RULE: The exemption to a company registered under Section 8 of the Companies Act, 2013 as referred above and the specific exemptions given to a private company and Government company in this Standard shall be available only if it has not committed any default in filing its Financial Statements or Annual Return with the Registrar of Companies. RRR Chambers - [email protected]

12. S STATUTORY RECOGNITION FOR SECRETARIAL STANDARDS 12 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

13. 13 RECOGNITION THROUGH ACTS 13 RRR Chambers - [email protected]

14. [email protected] 14 Synopsis RRR Chambers - [email protected]

15. Act Rules Table F (Articles of Association) Secretarial Standards 15 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

16. 16 SECRETARIAL STANDARDS SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

17. 1 Secretarial Standard provides the facility of sending the notice of General Meeting through hand delivery or ordinary post for the companies. New Insertions/Critical Points to Be Noted: 2 Mandatory hosting of notice in the Website of the Company, if any available Effective Date: 1st July, 2015. 3 The Chairman vacates the Chair in respect of any specific item, the fact that he did so and in his place some other Director or Member took the Chair. Applicability: All types of General Meetings (Members or Debenture-Holders or Creditors or Meetings called by CLB, NCLT or prescribed authority) of all Companies 17 SECRETARIAL STANDARD 2 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

18. 18 SECRETARIAL STANDARD 2 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

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

20. 20 SECRETARIAL STANDARD 2 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

21. 6.Proxy 21 SECRETARIAL STANDARD 2 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

22. 22 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

23. 23 ORDINARY BUSINESS O

24. 24 SECRETARIAL STANDARD-2 New Amendment with effect from 01-04-2024 “Ordinary Business” means business to be transacted at an Annual General Meeting relating to the consideration of financial statements, consolidated financial statements, if any, and the reports of the Board of Directors and Auditors; the declaration of any dividend; the appointment of Directors in the place of those retiring; the appointment or ratification thereof and fixing of remuneration of the Auditors RRR Chambers - [email protected]

25. 25 VOTE BY RELATED PARTY

26. 26 NEW AMENDMENT WITH EFFECT FROM 01-04-2024 Member who is a related party is not entitled to vote on a Resolution relating to approval of any contract or arrangement in which such Member is a related party, except in case of a company in which ninety percent or more Members, in number, are relatives of promoters or are related parties. Further in case of wholly owned subsidiary, the resolution passed by the holding company shall be sufficient for the purpose of entering into the transactions between wholly owned subsidiary and holding company. In case of a private company, a member who is a related party is entitled to vote on such Resolution. SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

27. PART 2 MCQs 27

28. 28 Questions Based On SS-2 28

29. OVERALL COVERAGE OF SECRETARIAL STANDARD 2 29 OVER ALL COVERAGE ON SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

30. 30 Convening of Meeting 1.WHO CAN CALL FOR ANNUAL GENERAL MEETING? SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

31. 31 Convening of Meeting OPTIONS: 1.Director 2. By Requisition of Member 3. Both 1 and 2 4. 1 or 2 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

32. 32 Transactions of Meeting SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

33. 33 Convening of Meeting 040-66623101 [email protected] ACT: Silent RULES: Silent SECRETARIAL STANDARD: The Board of its own accord or on the requisition of Members conduct EGM requisition one-tenth of the paid-up share capital carrying voting rights Meeting within twenty-one days from the date of receipt of a valid requisition SECRETARIAL STANDARD-2

34. THE BOARD EVERY YEAR To transact items of Ordinary Business As well as Special Business On Failure to call, Member may approach Authority Authority of Conducting AGM 040-66623101 [email protected] 34 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

35. THE BOARD On receipt of a valid requisition of Member Shall call an Extra Ordinary General Meeting within 21 days Requisitionist’s may call within 3 months On failure to Call within 45 days Members having share capital not less than 1/10 th paid up share capital Where no share capital, Not less than 1/10 th of voting power Requisition of Conducting EGM 040-66623101 [email protected] 35 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

36. 36 SECRETARIAL STANDARD-2 Convening of Meeting 1.WHO CAN CALL FOR ANNUAL GENERAL MEETING? OPTIONS: 1.Director 2. By Requisition of Member 3. Both 1 and 2 4. 1 or 2 A. (3) Both 1 and 2 RRR Chambers - [email protected]

37. 37 Notice of Meeting 2.WHEN NOTICE OF GENERAL MEETING CAN BE SERVED TO MEMBERS? 040-66623101 [email protected] SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

38. 38 OPTIONS: 1. Within 21 Days 2. Within 23 Days 3. Clear 21 days 4. Within 7 days Notice of Meeting 040-66623101 [email protected] SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

39. 39 Notice of Meeting 040-66623101 [email protected] ACT: Section 101 Mode of Notice: Either in writing or electronic mode Shorter Notice: Consent of not less than 95% of members entitled to vote at the meeting required New Amendment with effect from 01-4-2024 However, the Financial Statements and other documents required to be annexed thereto may be given at a shorter period of time if the requisite consent of Members in writing, by physical or electronic means, is accorded thereto: RRR Chambers - [email protected]

40. 40 Notice of Meeting a) if the company has a share capital, consent by the majority in number of members entitled to vote and represent not less than ninety-five per cent of such part of the paid-up share capital of the company as gives a right to vote at the Meeting; (b) if the company has no share capital, consent by the Members having not less than ninety-five per cent of the total voting power exercisable at such Meeting. (ii) In case of any other General Meeting- (a) if the company has a share capital, consent by the majority in number of members entitled to vote and represent not less than ninety-five per cent of such part of the paid-up share capital of the company as gives a right to vote at the Meeting; (b) if the company has no share capital, consent by the Members having not less than ninety-five per cent of the total voting power exercisable at such Meeting. RRR Chambers - [email protected]

41. 41 Where any Member of a company is entitled to vote only on some resolution or resolutions to be moved at a Meeting and not on the other, then vote of the Member with respect to shorter notice shall only be counted for the purpose of the resolution on which the Member can vote. Venue: Registered Office or within the city, town or village in which registered of the Company is situated Central Government may exempt any Company from the above provision subject to conditions. Notice of Meeting RRR Chambers - [email protected]

42. 42 Notice of Meeting 040-66623101 [email protected] NEW AMENDMENT with effect from 1-4-2024. Annual General Meetings shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated., However, Annual General Meetings of an unlisted company may be held at any place in India, if prior consent is given by all the members either in writing or by Electronic Mode. Such consent shall be received before the Meeting. whereas other Extra-Ordinary General Meetings may be held at any place within India. In case of a wholly owned subsidiary of a company incorporated outside India, Extra-Ordinary General Meetings may be held outside India. RRR Chambers - [email protected]

43. 43 Notice of Meeting 040-66623101 [email protected] The notice of every meeting of the company shall be given to every member of the company, legal representative of any deceased member assignee of an insolvent member; the auditor or auditors of the company; and every director of the company Clear twenty-one days’ notice specify the place, date, day and the time SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

44. 44 Notice of Meeting 040-66623101 [email protected] RULE: by hand, or by post, or by facsimile, or by e-mail or by any other electronic mode. SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

45. 45 Notice of Meeting 040-66623101 [email protected] SECRETARIAL STANDARD: The notice of every meeting of the company shall be given to Secretarial Auditor Debenture Trustees joint-shareholders - whose name appears first in the Register of Members Electronic Mode, Notice should be hosted on the website listed companies published In English in a leading national newspaper facility of voting by Electronic Mode mode of declaration attendance slip and a Proxy form SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

46. 46 Notice of Meeting 040-66623101 [email protected] 2. WHEN NOTICE OF GENERAL MEETING CAN BE SERVED TO MEMBERS? OPTIONS: 1.Within 21 Days 2. Within 23 Days 3. Clear 21 days 4. Within 7 days A. (3) Clear 21 Days SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

47. 47 Frequency of Meeting 3.WHEN THE FIRST GENERAL MEETING IS TO BE CONDUCTED? 040-66623101 [email protected] SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

48. 48 OPTIONS: 1. Within the calendar year of incorporation 2. Within the financial year of incorporation 3.Not being necessary in the year of incorporation 4. None of this above Frequency of Meeting 040-66623101 [email protected] SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

49. 49 Frequency of Meeting 040-66623101 [email protected] ACT: Section 96 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]

50. 50 Frequency of Meeting 040-66623101 [email protected] RULES: Silent SECRETARIAL STANDARD: If a company holds its first Annual General Meeting, as aforesaid, it shall not be necessary for the company to hold any Annual General Meeting in the year of its incorporation. SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

51. 51 OPTIONS: 1. Within the calendar year of incorporation 2. Within the financial year of incorporation 3.Not being necessary in the year of incorporation 4. None of this above ANS ։(3) Not being necessary in the year of incorporation Frequency of Meeting 040-66623101 [email protected] SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

52. 52 E-Voting of Meeting 040-66623101 [email protected] 4.A company whose equity shares are listed on SME exchange, should provide E- Voting facility to its members SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

53. 53 E-Voting of Meeting 040-66623101 [email protected] State whether the statement is true or false? OPTIONS: True False SECRETARIAL STANDARD-2 CS Dr AHALADA RAO VUMMENTHALA RRR Chambers - [email protected]

54. 54 E-Voting of Meeting 040-66623101 [email protected] 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. RULE: 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 Scrutinize r SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

55. 55 E-Voting of Meeting 040-66623101 [email protected] SECRETARIAL STANDARD: Any other company other than the companies cited above may opt to provide a facility in which a member may exercise his right to vote by electronics means comply with Rule 20 of the Companies ( Management and Administration) Rules, 2014 and these standards. may be provided by the Company by itself or by appointing a qualified agency on its behalf for that purpose completed three working days prior to the date of the general meeting excluding the date of general meeting All decisions at the general meeting, unless poll is demanded , shall be decided only through electronic voting method. adjourned meeting need not carry the e-voting facility details SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

56. 56 E-Voting of Meeting 040-66623101 [email protected] SECRETARIAL STANDARD: Every company having its equity shares listed on a recognized stock exchange other than companies whose equity shares are listed on SME Exchange or on the Institutional Trading Platform and other companies as prescribed shall provide e-voting facility to their Members to exercise their Voting SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

57. 57 E-Voting of Meeting 040-66623101 [email protected] Answer: 2 (false) SECRETARIAL STANDARD-2 4. A company whose equity shares are listed on SME exchange, should provide E- Voting facility to its members. State whether the statement is true or false? OPTIONS: True False RRR Chambers - [email protected]

58. 58 Postal Ballot 040-66623101 [email protected] 5.CAN RESOLUTIONS RELATED TO ORDINARY BUSINESS BE PASSED THROUGH POSTAL BALLOT? SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

59. 59 Postal Ballot 040-66623101 [email protected] OPTIONS: 1. YES (with reason) 2. NO (with reason) SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

60. 60 Postal Ballot 040-66623101 [email protected] 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 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

61. 61 Postal Ballot 040-66623101 [email protected] RULE: VII (22) 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 One Person Company and other companies having members upto two hundred are not required to transact any business through postal ballot. However, such item of business may be transacted at a General Meeting by a company which is required to provide e-voting facility to its Members *** NEW AMENDMENT WITH EFFECT FROM 01-04-2024 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

62. 62 Postal Ballot 040-66623101 [email protected] SECRETARIAL 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 SECRETARIAL STANDARD-2 CS Dr AHALADA RAO VUMMENTHALA RRR Chambers - [email protected]

63. 63 Postal Ballot 040-66623101 [email protected] SECRETARIAL STANDARD : 16.1 Ordinary Business shall not be transacted by means of a postal ballot. SECRETARIAL STANDARD-2 CS Dr AHALADA RAO VUMMENTHALA RRR Chambers - [email protected]

64. 64 NEW AMENDMENT WITH EFFECT FROM 01-04-2024: Resolution passed by postal ballot shall not be rescinded otherwise than by a Resolution passed subsequently through postal ballot or passed at a General Meeting by a company which is required to provide e-voting facility to its Members. SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

65. 65 Postal Ballot OPTIONS: 1.YES (with reason) 2. NO (with reason) 5. CAN RESOLUTIONS RELATED TO ORDINARY BUSINESS BE PASSED THROUGH POSTAL BALLOT? A. (2) NO SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

66. 66 Quorum of Meeting 6.WHAT IS THE NO. OF MEMBERS PERSONALLY PRESENT IN GENERAL MEETING, IN CASE OF PRIVATE COMPANY? SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

67. 67 Quorum of Meeting OPTIONS: 1. 5 2. 2 3. 7 4. 15 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

68. 68 Quorum of Meeting ACT: Section 103 Unless the Articles provide for a larger Quorum In case of Public Company 5 members where no. members is < 1000 15 members where no. of members is 1000 to 5000 30 members where no. of members is > 5000 ( old act - 5 members personally present) In case of Private Company 2 members personally present SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

69. 69 Quorum of Meeting RULES: Silent SECRETARIAL STANDARD: present throughout the Meeting higher than two or five or fifteen or thirty, confirmation to such higher requirement. 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 One person can be an authorized representative of more than one body corporate SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

70. 70 SECRETARIAL STANDARD 2 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

71. 71 Quorum of Meeting 6. WHAT IS NO. OF MEMBERS PERSONALLY PRESENT IN GENERAL MEETING, IN CASE OF PRIVATE COMPANY? OPTIONS: 1. 5 2. 2 3. 7 4. 15 A. (2) 2 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

72. 72 Minutes of Meeting 7.MINUTES SHALL BE ENTERED IN THE MINUTES BOOK WITHIN HOW MANY FROM THE DATE OF CONCLUSION OF THE MEETING? SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

73. 73 OPTIONS: 1.Within 15 Days 2. With in 30 days 3. Within 45 days 4. With in 10 days Minutes of Meeting SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

74. 74 Minutes of Meeting ACT: Section 118 fair and correct summary Minutes Shall contain Names of Directors act as evidence RULES: Minutes shall be entered in Minutes Book and Signed by Chairman The minutes shall disclose the particulars of the directors who attended the meeting through video conferencing or other audio visual means. Draft Minutes circulation within 15days SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

75. 75 Minutes of Meeting SECRETARIAL STANDARD: maintained in electronic form Pages Consecutively numbered not be pasted or attached or tampered contain a fair and correct summary Finalisation Within fifteen days from the date of the conclusion of the Meeting Entry in Minutes Book within thirty days from the date of conclusion of the Meeting. Inspection provided in electronic form preserved permanently in physical or electronic form. custody of the Secretary of the company or any Director Responsibility The Managing Director or Secretary or a other Director or SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

76. 76 Minutes of Meeting OPTIONS: 1.Within 15 Days 2. With in 30 days 3. Within 45 days 4. With in 10 days A. (2) Within 30 days 7.MINUTES SHALL BE ENTERED IN THE MINUTES BOOK WITHIN HOW MANY FROM THE DATE OF CONCLUSION OF THE MEETING? SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

77. 77 Chairperson of Meeting 8.WHO CAN BE CHAIRPERSON OF MEETING? SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

78. 78 Chairperson of Meeting OPTIONS: 1. Chairperson of Board 2. Any member 3. Chairperson appointed by Board 4. Any of the above SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

79. 79 ACT: Section 104 elect one of themselves to be the Chairman or Show of hands Elected on Poll RULES: Silent Chairperson of Meeting SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

80. 80 Chairperson of Meeting SECRETARIAL STANDARD: not present within fifteen minutes , elect one of themselves to be the Chairman of the meeting ensure that the Meeting is duly constituted in accordance with the Act and the Articles explain the objective and implications of the Resolutions fair opportunity to Members should not propose any Resolution in which he is deemed to be concerned or interested nor should he participate in the discussion SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

81. 81 Chairperson of Meeting SECRETARIAL STANDARD: If no Director is present within fifteen Minutes after the time appointed for holding the Meeting, or if no Director is willing to take the chair, the Members present shall elect, on a show of hands, one of themselves to be the Chairman of the Meeting, unless otherwise provided in the Articles. SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

82. 82 Chairperson of Meeting 8. WHO CAN BE CHAIRPERSON OF MEETING? OPTIONS: 1. Chairperson of Board 2. Any member 3. Chairperson appointed by Board 4. Any of the above A. (4) Any of the above SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

83. 83 Voting of Meeting 9.Which of the following resolutions can not be withdrawn? SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

84. 84 Voting of Meeting OPTIONS: 1. Resolutions for items of business which are likely to affect the market price of the securities 2.A ny resolution proposed for consideration through e-voting 3.Both 1 and 2 4. None of the above SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

85. 85 Voting of Meeting ACT : Silent RULES : Silent SECRETARIAL 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. Voting Rights of Equity Shareholders   Voting rights of Preference Shareholders   Casting Vote SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

86. 86 Voting of Meeting 6.Voting 6.1 Proposing a Resolution 6.1.1 In case of a company with more than fifty Members ,   every Resolution should be proposed by a Member and seconded by another Member entitled to vote thereon. Every Member holding equity shares and, in certain events as specified in the Act, every Member holding preference shares, shall be entitled to vote on a Resolution   SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

87. 87 Voting of Meeting SECRETARIAL STANDARD: 10. Prohibition on 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. However, any resolution proposed for consideration through e-voting shall not be withdrawn. SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

88. 88 Voting of Meeting SECRETARIAL STANDARD-2 9.Which of the following resolutions can not be withdrawn ? 1. Resolutions for items of business which are likely to affect the market price of the securities 2.A ny resolution proposed for consideration through e-voting 3.Both 1 and 2 4. None of the above Answer: 3( Both 1 and 2) RRR Chambers - [email protected]

89. 89 Proxies of Meeting 10.A PERSON CAN BECOME PROXY FOR HOW MANY MEMBERS? SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

90. 90 Proxies of Meeting OPTIONS: 1.20 2. 30 3. 50 4. 10 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

91. 91 Proxies of Meeting 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 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

92. 92 Proxies of Meeting 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. SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

93. 93 Proxies of Meeting SECRETARIAL 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 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

94. 94 Proxies of Meeting SECRETARIAL STANDARD-2 SECRETARIAL STANDARD: A Proxy can act on behalf of Members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the company carrying Voting Rights. RRR Chambers - [email protected]

95. 95 Proxies of Meeting 10. A PERSON CAN BECOME PROXY FOR HOW MANY MEMBERS? OPTIONS: 1.20 2. 30 3. 50 4. 10 A. (3) 50 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

96. 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 DISTRIBUTION OF GIFTS IN MEETING RRR Chambers - [email protected]

97. 97 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]

98. 98 11) Can a general meeting resolution be withdrawn? 98 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]

99. 99 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 99 SECRETARIAL STANDARD-2 CASTING VOTE RRR Chambers - [email protected]

100. 100 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]

101. 101 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]

102. 102 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 102 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

103. 103 1.1 Authority: A General Meeting shall be convened by or on the authority of the Board. 103 SECRETARIAL STANDARD-2 Proxies of Meeting RRR Chambers - [email protected]

104. 104 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 RRR Chambers - [email protected]

105. 105 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 105 SECRETARIAL STANDARD-2 Ans: (1) May 2015 Ans: (1) May 2015 RRR Chambers - [email protected]

106. 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.​ 106 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

107. 107 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 107 SECRETARIAL STANDARD-2 Ans: (1) May 2015 Ans: (1) May 2015 RRR Chambers - [email protected]

108. 108 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 108 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

109. 109 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. 109 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

110. 110 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]

111. 111 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 & 2 111 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

112. 112 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 112 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

113. 113 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]

114. 114 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 114 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

115. 115 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. 115 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

116. 116 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]

117. 117 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 117 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

118. 118 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. 118 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

119. 119 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]

120. 120 19) which company has to host its notice on the website? (1) All (2) private company (3) Public company. (4) Company having website. 120 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

121. 121 1.2.3. In case of companies having a website, the Notice shall be hosted on the website. 121 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

122. 122 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 RRR Chambers - [email protected]

123. 123 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 123 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

124. 124 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. 124 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

125. 125 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]

126. PART 3 126 RRR Chambers - [email protected]

127. 127 MOCK GENERAL MEETING RRR Chambers - [email protected]

128. 128 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]

129. CHAIRMAN 129 RRR Chambers - [email protected]

130. 130 RIGHTS OF CHAIRMAN SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

131. 131 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]

132. 132 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

133. DIRECTORS 133 RRR Chambers - [email protected]

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

135. 135 DUTIES OF DIRECTORS SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

136. 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 136 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

137. WHOLE TIME DIRECTOR 137 RRR Chambers - [email protected]

138. WHOLE TIME DIRECTOR 138 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

139. MANAGING DIRECTOR 139 RRR Chambers - [email protected]

140. Managing Director 140 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

141. WOMAN DIRECTOR 141 RRR Chambers - [email protected]

142. Applicable to- 142 WOMAN DIRECTOR SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

143. INDEPENDENT DIRECTOR 143 RRR Chambers - [email protected]

144. ROLES 144 INDEPENDENT DIRECTOR SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

145. 145 INDEPENDENT DIRECTOR ROLES SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

146. NOMINEE DIRECTOR 146 RRR Chambers - [email protected]

147. 147 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

148. NOMINEE DIRECTOR 148 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

149. NON EXECUTIVE DIRECTOR 149 RRR Chambers - [email protected]

150. 150 DUTIES OF DIRECTORS SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

151. COMPANY SECRETARY 151 RRR Chambers - [email protected]

152. 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 152 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

153. 153 COMPANY SECRETARY SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

154. CHIEF FINANCIAL OFFICER 154 RRR Chambers - [email protected]

155. APPOINTMENT 155 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

156. Restrictions 156 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

157. MEMBERS [email protected] 157 RRR Chambers - [email protected]

158. 158 MEMBERS SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

159. SHARE HOLDER 159 RRR Chambers - [email protected]

160. 160 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]

161. PROXY 161 RRR Chambers - [email protected]

162. 162 PROXY SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

163. NOMINEE RESIDENT OF INDIA 163 RRR Chambers - [email protected]

164. 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. 164 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

165. STATUTORY AUDITOR 165 RRR Chambers - [email protected]

166. 166 STATUTORY AUDITOR SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

167. SECRETARIAL AUDITOR 167 RRR Chambers - [email protected]

168. 168 SECRETARIAL AUDITOR SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

169. 169 SECRETARIAL AUDITOR SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

170. WHICH COMPANIES SECRETARIAL AUDIT IS MANDATORY 170 WHO IS A KEY MANAGERIAL PERSONNEL SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

171. COST AUDITOR 171 RRR Chambers - [email protected]

172. APPOINTMENT OF COST AUDITORS 172 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

173. 173 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

174. REGISTRAR & SHARE TRANSFER AGENT 174 RRR Chambers - [email protected]

175. 175 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

176. SCRUTINIZER 176 RRR Chambers - [email protected]

177. 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. 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. 177 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

178. 178 SCRUTINIZER SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

179. AUDIT COMMITTEE CHAIRMAN 179 RRR Chambers - [email protected]

180. Applicability 180 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

181. INTERNAL AUDITOR 181 RRR Chambers - [email protected]

182. 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 182 SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

183. APPOINTMENT OF INTERNAL AUDITOR 183 WHO IS A KEY MANAGERIAL PERSONNEL SECRETARIAL STANDARD-2 RRR Chambers - [email protected]

184. 184 184 RRR Chambers - [email protected] THANK YOU