Secretarial Standard-2

APPLICABILITY & EFFECTIVENESS- Applicable on Every Company (except OPC) at the time of conduct any type of General Meeting/ Meeting of Debenture-holders/ Meeting of Creditors & effective from 01st July, 2015.

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AGM-

1. The Board shall every year, convene a meeting of its members called the AGM.

2. If the board fails to convene its AGM in any year, any member of the Company may approach the NCLT, which may then direct the calling of the AGM.

EGM-

1. The Board may, whenever it deems fit, call an EGM.

2. The Board shall on the requisition of members, call an EGM within 45 days from the date of receipt of such requisition.

3. If Board fails to call EGM on such requisition, then the requisitionists may themselves call & hold the EGM within 3 months from the date of requisition.

NOTE-

· Explanatory Statement under Section 102 need not be annexed to the Notice of EGM convened by the requisitionists itself.

· Such requisition shall not related to any item of business which is required to be transacted mandatorily through postal ballot.

NOTICE OF MEETING

Notice shall be given to-

Every Member- whether equity shareholders or preference shareholder (both shareholders names written in Form MGT-1 as per section 88 of Companies Act, 2013. So, both consider as members of the Company)

Directors- directors of the Company at the date of issue of notice.

Auditors- Auditors of the Company.

Secretarial Auditor/ Debenture trustee- if any.

Other Specified Persons- Court may direct issuance of Notice to some other persons such as Courtappointed Chairman or observers or persons whose entitlement is under challenge.

Notice shall be sent by-

1. Hand, or

2. Ordinary post (Not in case of E-voting or postal ballot), or

3. Speed Post, or

4. Registered Post, or

5. Courier, or

6. Facsimile, or

7.  E-mail, or

8. Any other electronic mode.

Proof of the delivery of notice shall be maintained by the Company for 8 Financial Years (destroy after 8 Financial Years with the approval of the board).

In case of the directors, To the Postal Address or E-mail Address registered by the director with the Company or if not registered, on such address appearing in the DIN of the Director.

In case of Auditors/ Secretarial Auditors/ others, the notice shall be sent at the Postal Address or E-mail Address provided by them to the Company.

NOTE- Proof of delivery are as follows-

1. In case of Hand delivery- receiving from member on duplicate copy.

2. In case of Post/ Courier- Acknowledgement received from Post/ Courier service provider.

3.  In case of E-mail/ E-mode- record in sent item.

NOTE- If Company having a website, the notice shall be hosted on the website.

CONTENTS OF NOTICE-

Notice shall contain-

1. Day;

2. Date;

3.  Time;

4. Full address of the venue of the meeting;

5. Business to be transacted at the meeting.

Important proviso relating to ‘DAY’-

A General Meeting/ Adjourned General Meeting shall convene on any day whether it is a Sunday but not on National Holiday.

‘National Holiday’ includes Republic Day (26th January), Independence Day (15th August), Gandhi Jayanti (2nd October) and such other day as may be declared as National Holiday by Central Government.

But But But a general meeting called by the requisitionists shall be convened only on working day.

Important proviso relating to ‘DATE’-

Date will be set out in a such manner that difference between Notice & Meeting at least 21 clear days (Day of sending the Notice and the day of meeting shall not be counted). And if Company sends the Notice by Post or courier, an additional 2 days shall be added in aforesaid 21 clear days. 

But But But a notice may be given at a shorter period of time, if consent in writing is given by members (having at least 95% voting power at such meeting).

Important proviso relating to ‘TIME’-

A General Meeting shall be called only during business hours i.e between 9:00 A.M and 6:00 P.M.

Important proviso relating to ‘FULL ADDRESS OF THE VENUE’ -

A Notice shall contain complete address of the venue of the meeting with route map + prominent land mark for easy location.

Route Map? -  may be Snapshot of Google Map or a Design.
Prominent land mark? -  Near ABC bank/ Apposite ABC bank etc.

AGM 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 & EGM may be held at any place within India.

But But But a meeting called by requisitionists 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.

Important proviso relating to ‘BUSINESS TO BE TRANSACTED’ -

In case of AGM, all business shall be deemed to be Special business other than DADA business & In case of EGM, all business shall be deemed to be special business.

In case of Special business, Notice shall contain each item of business in the form of resolution and accompanied by an explanatory statement (also disclosed nature of interest, if any, of any director, KMP or relative of such persons in such business) which shall set out all such facts which enable a member to understand the meaning, scope and implications of the item of business and take a decision thereon.

NOTE- where 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, if any, and of every other KMP of the first mentioned Company shall, if the extent of such shareholding is not less than 2% of the paid-up share capital of that Company also be stated in explanatory statement.

In case of Ordinary business, resolutions are not required to be stated in the notice except where the Auditors or Directors to be appointed other than retiring Auditors or Directors, as the case may be & explanatory statement are not required in any case.

But But But Any other business not set out in the Notice or not specifically permitted under the Act is not permitted to be transacted at the General Meeting.

OTHER ASPECTS RELATING TO NOTICE-

· Notice shall be accompanied, by an attendance slip and a proxy form (mainly in Form No. MGT-11 as per section 105 of the Companies Act, 2013) with clear instructions for filling, stamping, signing and depositing the proxy form to the Company.

· A meeting convened upon due notice shall not be postponed or cancelled. However reasons beyond the control of BOD, a meeting may be reconvene after giving a at least 3 days intimation to the members.

NOTE- ‘Intimation’ shall be either sent individually or published in a vernacular newspaper of the district in which the registered office of the Company is situated and in an English newspaper (both having wide circulation in that district).

FREQUENCY OF MEETING

Every Company shall in each calendar year, hold a general meeting called the AGM & when need to resolve special business, hold a general meeting called the EGM.

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