Appendices‑Part II
SECRETARIAL STANDARDS AND GUIDANCE NOTES AS ISSUED BY INSTITUTE OF COMPANY SECRETARIES OF INDIA
SECRETARIAL STANDARDS AS ISSUED BY INSTITUTE OF COMPANY SECRETARIES OF INDIA, NEW DELHI
Secretarial Standards Board and its Objectives
The Institute of Company
Secretaries of India, (ICSI), recognising the need for integration,
harmonisation and standardisation of diverse secretarial practices, has
constituted the Secretarial Standads Board (SSB) with the objective Of
formulating Secretarial Standards,
Scope and Functions of the Secretarial Standards Board
The scope of SSB is to
identify the areas in which Secretarial Standards need to be issued by the
Council of ICSI and to formulate such Standards, taking into consideration the
applicable laws, business environment and best secretarial practices. SSB will
also clarify issues arising out of such Standards and issue guidance notes for
the benefit of members of ICSI, corporates and other users.
The main functions of SSB
are
(i) Formulating Secretarial Standards;
(ii) Clarifying issues arising out of the Secretarial Standards;
(iii) Issuing Guidance Notes; and
(iv) Reviewing and updating the Secretarial
Standards/Guidance Notes at periodic intervals.
Need for Secretarial Standards
Companies follow diverse
secretarial practices and, therefore, there is a need to integrate, barmonise
and stanclardise such practices so as to promote uniformity and consistency.
Scope of Secretarial Standards
The Secretarial Standards do
not seek to substitute or supplant any existing laws or the rules and
regulations framed thereunder but, in fact, Seek to Supplement such laws, rules
and regulations.
Secretarial Standards that
are issued will be in conformity with the provisions of the applicable laws.
However, if, due to subsequent changes in the law, a particular Standard or any
part thereof becomes inconsistent with such law, the provisions of the said law
shall prevail.
ICSI will endeavour to
persuade the Government and appropriate authorities to enforce these Standards,
to facilitate the adoption thereof by industry and corporate entities in order
to achieve the desired objective of stanclardisation of secretarial practices.
Procedure for issuing Secretarial Standards
The following procedure
shall be adopted for formulating and issuing Secretarial Standards :
1. SSB, in consultation with the Council,
shall determine the areas in which Secretarial Standards need to be formulated
and the priority in regard to the selection thereof.
2. In the preparation of Secretarial
Standards, SSB may constitute Working Groups to formulate preliminary drafts of
the proposed Standards.
3. The preliminary draft of the
Secretarial Standard prepared by the Working Group shall be circulated amongst
the members of SSB for discussion and shall be modified appropriately, if so
required.
4, The preliminary draft will then be
circulated to the members of the Central Council as well as to Chairmen of
Regional Councils/Chapters of ICSI, various professional bodies, Chambers of
Commerce, regulatory authorities such as the Department of Company Affairs, the
Department of Economic Affairs, the Securities and Exchange Board of India,
Reserve Bank of India, Department of Public Enterprises and to such other
bodics/organisations as may be decided by SSB, for ascertaining their views,
specifying a time‑frame within which such views, comments and suggestions
are to be received.
A meeting of SSB with the
representatives of such bodies/organisations may then be held, if considered
necessary, to examine and deliberate on their suggestions.
5. On the basis of the preliminary draft
and the discussion with the bodies/ organisatiuns referred to in 4 above, an
Exposure Draft will be prepared and published in the "Chartered
Secretary", the journal of ICSI, and also put on the Website of ICSI to
elicit comments from members and the public at large.
6. The draft of the proposed Secretarial
Standard will generally include the following basic points
(a) Concepts and fundamental principles
relating to the subject of the Standard;
(b) Definitions and explanations of forms
used in the Standard:
(c) Objective of issuing the Standard;
(d) Disclosure requirements; and
(e) Date from which the Standard will be
effective.
7. After taking into consideration the
comments received, the draft of the proposed Secretarial Standard will be
finalized by SSB and submitted to the Council of ICSI.
8. The Council will consider the final
draft of the proposed Secretarial Standard and finalise the same in
consultation with SSB. The Secretarial Standard on the relevant subject will
then be issued under the authority of the Council.
Compliance with Secretarial Standards
In the initial years, the
Secretarial Standards will be recommendatory. The Institute will request the
Government and other appropriate authorities to enforce these Standards and
will endeavour to educate the users about the utility and need for compliance
with these Standards. The Standards would be made mandatory thereafter.
SECRETARIAL STANDARD‑1 (SS‑1)
Secretarial Standard on Meetings of the Board of Directors‑(SS‑1)
(In this Secretarial Standard, the Standard portions have been set in
bold type. These should be read in the context of the background material which
has been set in normal type, and in the con, text of the Preface to the
Secretarial Standards).
The following is the text of
the Secret Standard‑1 (SS‑1) issued by the Council of the Institute
of Company Secretaries of India, on "Meetings of the Board of
Directors".
In the initial yews,
adherence by a company to this Secretarial Standard will be recommendatory.
Introduction
This Standard seeks to
prescribe a set of principles for the convening and conduct of Meetings of the
Board of Directors and matters related thereto.
The principles enunciated in
this Standard for Meetings of the Board of Directors are equally applicable to
Meetings of Committees, unless otherwise stated herein or otherwise stipulated
by any other applicable guidelines. Rules or Regulations.
Although a company is a
legal entity, it cannot act by itself and can do so only through its Directors,
thus establishing a relationship of principal and agent. Moreover, Directors
are in a fiduciary position vis‑a‑vis the company and, to that
extent, they are also deemed to be trustees of the properties and assets of the
company. They owe a duty to the shareholders and should exercise care, skill
and diligence in the discharge of their functions and in the exercise of the powers
vested in them. All the powers vested in Directors are exercisable by them only
collectively. As an individual Director, no Director has the power to act on
behalf of the company unless such powers have been delegated to him by the
Board.
Definitions
The following terms are used
in this Standard with the meaning specified:
"Act" means the
Companies Act, 1956 (1 of 1956), or my statutory modification or re‑enactment
thereof and includes any Rules and Regulations framed thereunder.
"Article" means
the Articles of Association of a company, as originally framed or as altered
from time to time, including, where they apply, the Regulations contained in
the Tables in Schedule I to the Act.
"Board" means
Board of Directors of a company.
"Chairman" means
the Chairman of the Board, or the Chairman appointed or elected for a Meeting.
"Committee" means
a Committee of the Board.
"Disinterested
Director" means a Director who is not an "Interested Director".
"Interested
Director" means a Director whose presence cannot count for constituting a
Quorum and who can neither participate in the discussion nor vote on an item of
business since he is, directly or indirectly concerned or interested in the
contract or arrangement forming part of the business under consideration by the
Board.
"Meeting" means a
Meeting, duly convened and constituted, of the Board or any Committee thereof,
"Original Director" means a Director in whose place the Board has
appointed my other individual as an Alternative Director.
"Quorum" means the
minimum number of Directors whose presence is necessary for a Meeting.
"Unpublished price
sensitive information" means any information which is material and is
generally not known or is not published by the company for general information
but which, if published or known, is likely to materially affect the price of
the securities of the company. Such information includes financial results,
intended declaration of dividend, announcement of bonus, rights shares and
other corporate benefits, issue of securities, any major expansion plans or
execution of new projects. amalgamation, merger and takeovers, de‑mergers,
compromise or arrangement with creditors and members, disposal of the whole or
substantially the whole of the undertaking, my changes in policies, plans or
operations of the company, and such other information as may affect the
earnings of the company.
Words and expression used
herein and not defined shall have the meaning respectively assigned to them
under the Act.
1. Convening a Meeting
1.1 Authority
Unless the Articles provide otherwise, any Director of a company may,
and the Manager or Secretary on the requisition of a Director should, at any
time, sunannon a Meeting of the Board.
1.2 Notice
1.2.1 Notice
in writing of every Meeting should be given to every Director by hand or by
post or by facsimile or by e‑mail or by any other electronic mode. Where
a Director specifies a particulars mode, the Notice should be given to him by
such mode.
1.2.2 The
Notice should specify the day, date, time and full address of the venue of the
Meeting.
A Meeting may be held at any
time, on my day, including a public holiday, and at my place.
1.2.3 The
Notice of a Meeting should be given even when Meetings are held an pre‑determined
dated or at pre‑determined intervals.
1.2.4 Unless
the Articles prescribe a longer notice period, Notice should be given at least
fifteen days before the date of the Meeting.
Notice need not be given of
an adjourned Meeting other than a Meeting that has been adjourned “sine
die". However, Notice of the reconvened adjourned Meeting should be given
to those Directors who did not attend the Meeting which had been adjourned.
1.2.5 No
business should be transacted at a Meeting if Notice in accordance with this
Standard has not been given.
1.2.6 The
Agenda, setting out the business to be transacted at the Meeting, and Notes on
Agenda should be given at least seven days before the date of the Meeting.
1.2.7 Each
item of business should be supported by a note setting out the details of the
proposal and, where approval by means of a Resolution is required, the draft of
such Resolution should be set out in the note.
1.2.8 The
Notice, Agenda and Notes on Agenda may be given at shorter periods of time than
those respectively stated above, if the majority of members of the Board or of
the Committee, as the case may be, agree. The proposal to hold the Meeting at a
shorter notice should be stated in the Notice and the fact that consent thereto
was obtained should be recorded in the Minutes.
Notice, Agenda and Notes on
Agenda should be given to all Directors or to all members of the Committee, as
the case may be, at the address provided by them, whether in India or abroad,
and should also be given to the Original Director, even when the Notice, Agenda
and Notes or) Agenda have been given to the Alternate Director.
1.2.9 Any
supplementary item not originally included in the Agenda may be taken up for
consideration with the permission of the Chairman and with the consent of the
majority of the Directors present in the Meeting. However, no supplementary
item which is of significance or is in the nature of Unpublished price sensitive information should be taken up by the Board
without prior written Notice.
The items of business to be
transacted should be arranged in order of those items that are of a routine or
general nature or which merely require to be noted by the Directors, and those
items which require discussions and specific approval.
Besides the items of
business that are required by the Act or my other applicable law to be
considered at a Meeting of the Board and all material items having a
significant bearing on the operations of the company, there are certain items
which, if applicable, should also be placed before the Board. An illustrative
list of such items is given at Annexure
'A'.
There are certain specific
items which should be placed before the Board at its first Meeting and there
are certain items which should be placed before the Board at the Meeting held
for consideration of the year‑end accounts. Illustrative lists of such
items are given at Annexures 'B' and 'C' respectively.
2. Frequency of Meetings
2.1 Meetings of the Board
The Board should meet at least once in every three months, with a
maximum interval of 120 days between any two Meetings such that at least four
Meetings are held in each year.
Each Meeting should be of
such duration as would enable proper deliberations to take place on items
placed before the Board.
2.2 Meetings of Committees
Committees should meet at least as often as stipulated by the Board or
as prescribed by any other authority.
3. Quorum
3.1 Meetings of the Board
3.1.1 Quorum
should be present throughout the Meeting. No business should be transacted when
the Quorum is not so present.
The Quorum for a Meeting of
the Board should be one‑third of the total strength of the Board (any
fraction contained in that one‑third being rounded off as one), or two
Directors, whichever is higher.
Where the requirements for
the Quorum, as provided in the Articles, are stricter, the Quorum should
conform to such requirements.
If the 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, should be
the quorum during such time.
3.1.2. Where
the number of Directors is reduced below the minimum fixed by the Articles, no
business should be transacted unless the number is first made up by the
remaining Director(s) or through a general meeting.
If a meeting of the Board
could not be held for want of Quorum. then, unless the Articles otherwise
provide, the Meeting should automatically stand adjourned to the same day in
the next week, at the same time and place or, if that day is a public holiday,
to the next succeeding day which is not a public holiday, at the same time and
place.
3.2 Meetings of Committees
The presence of all the members of any Committee constituted by the
Board is necessary to form the Quorum for Meetings of such Committee unless
otherwise stipulated by the Board while constituting the Committee.
Certain guidelines, Rules
and Regulations framed under the Act or by any statutory authority may contain
provisions for the Quorum of a Committee and such Stipulations Should their be
followed.
Illustrations:
(a) In the case of the Remuneration
Committee, constituted pursuant to the requirements of the Listing Agreement
with stock exchanges, all the members of such Committee should be present to
form the Quorum.
(b) In the case of a Committee constituted
to give effect to or implement any of the provisions contained in The Companies
(Issue of Share Certificate) Rules, 1960, the Board cannot prescribe a Quorum
smaller than what has statutorily been laid down.
4. Attendance at Meetings
4.1 An
attendance Register, containing the names and signatures of the Directors
present at the Meeting, should be maintained.
If an attendance register is
maintained in loose‑leaf form, it should be bound at reasonable intervals
and may be destroyed after eight years, with the approval of the Board.
4.2 Leave
of absence should be granted to a Director only when a request for such leave
has been communicated to the Secretary or to the Board or to the Chairman.
5. Chairman
5.1 Meetings of the Board
Every company should have a Chairman who would be the Chairman for
Meetings of the Board.
It would be the duty of the
Chairman to see that the Meeting is duly convened and constituted in accordance
with the Act or any other applicable guidelines, Rules and Regulations before
it proceeds to transact business. The Chairman should then conduct the
proceedings of the Meeting and ensure that only those items of business as have
been set out in the Agenda are transacted and generally in the order in which
the items appear on the Agenda. The Chairman should encourage deliberations and
debate and assess the sense of the Meeting. The Chairman should ensure that the
proceedings of the Meeting are correctly recorded and, in doing so, he may
include or exclude my matter as he deems fit.
In the case of a public
company, if the Chairman himself is interested in any item of business, he
should entrust the conduct of the proceedings in respect of such item to any
other Disinterested Director and resume the Chair after that item of business
has been transacted.
5.2 Meetings of Committees
The Board, while constituting any Committee, should also appoint the
Chairman of that Committee, unless such appointment is to be made in purimance
of any other applicable guidelines, Rules or Regulations.
6. Passing of Resolution
by Circulation
6.1 A
Resolution proposed to he passed by circulation should be sent in draft,
together with the necessary papers, individually to all the Directors or, in
the case of a Committee, to all the members of the Committee.
The Act requires certain
matters to be approved at Meetings of the Board of Directors only. Though the
Act permits that all other matters can be approved by means of Resolutions by
circulation, it would be appropriate if only those matters, which are of an
Urgent nature are approved by means of Resolutions by circulation.
6.2 The
draft Resolution to be passed by circulation and the necessary papers should be
circulated by hand, or by post, or by facsimile, or by e‑mail or by any
other electronic mode.
6.3 The
Resolution should be deemed to have been passed on the date on which it is
signed and dated as approved by all the Directors then in India, being not less
than the Quorum, or on the date on which it is approved by the majority of the
Directors entitled to vote on the Resolution, whichever is earlier.
6.4 Resolutions
sent for passing by circulation should be noted along with the decision
thereof, at the next Meeting of the Board or Committee, as the case may be, and
recorded in the Minutes of such Meeting.
7. Accounts
7.1 The
annual accounts of a company should be approved at a Meeting of the Board and
should not be approved by means of Resolution passed by circulation.
7.2 Quarterly
or half‑yearly financial results should be approved at a Meeting of the
Board or its Committee and should not be approved by means of a Resolution
passed by circulation.
7.3 In
the case of a listed company, if there is any material variance between
unaudited and audited results, the limited review report of the Auditors should
also he discussed and approved at a Meeting of the Board and not approved by
means of a Resolution passed by circulation.
8. Minutes
8.1 Within
seven days from the date of the Meeting of the Board or Committee or of an
adjourned Meeting, the draft Minutes thereof should be circulated to all the
members of the Board or the Committee, as the case may be, for their comments.
The Directors should forward
their comments on the draft Minutes within 15 days from the date of circulation
thereof, so that the Minutes are finalised and entered in the Minutes Book
within the specified time limit of thirty days.
8.2 The
Minutes of proceedings of a Meeting should be entered in the Minutes Book
within thirty days from the conclusion of the Meeting.
In case a Meeting is
adjourned, the Minutes should be entered in respect of the original Meeting as
well as the adjourned Meeting within thirty days from the date of the
respective Meetings. In respect of a Meeting adjourned for want of Quorum, a
statement to that effect should be recorded in the Minutes Book by the Chairman
or my Director present at the Meeting.
8.3 The
date of entering the Minutes should be specified in the Minutes Book by a
Director or the Secretary.
8.4 The
Chairman should initial each page of the Minutes, sign the last page of the
Minutes and append to such signature the date on which he has signed the
Minutes.
While the law requires that
Minutes of the proceedings should be entered in the Minutes Book within thirty
days of the Meeting, there is no prescribed time limit within which such
Minutes have to be signed. They could be signed beyond a period of thirty days
if the succeeding Meeting is held after a period of thirty days from the date
of the earlier Meeting. However, it is also not obligatory to wait for the next
Meeting in order to have the Minutes of the previous Meeting signed. Such
Minutes may be signed by the Chairman of the Meeting at my time before the next
Meeting is held.
The Minutes of Meetings of
the Board can be inspected only by the Directors. While the Auditor or Cost
Auditor of the company or Secretary in whole‑time practice appointed by
the company can also inspect the Minute Books in the course of audit or
certification, a member of the company has no right to inspect the Minutes of
Meetings of the Board or any Committee thereof. Officers of the Register of
Companies, or other Government or regulatory bodies duly authorised in this
behalf under law, during the course of an inspection, can also inspect the
Minutes.
8.5 Minutes should not be
pasted or attached to the Minutes Book.
8.6 Minutes,
if maintained in loose‑leaf form, should be bound at intervals coinciding
with the financial year of the company.
The pages of the Minutes
Book should be serially numbered and there should be proper locking device to
ensure security and proper control to prevent irregular removal of the loose
leaves.
8.7 Extracts
of the Minutes should be given only after the Minutes have been duly signed.
However, certified copies of any Resolution passed at a Meeting may he issued
even pending signing of the Minutes by the Chairman, if the draft of that
Resolution had been placed at the Meeting and was duly approved.
8.8 Minutes of an earlier
Meeting should be noted at the next Meeting.
8.9 Any
alteration, other than grammatical or minor corrections, in the Minutes as
entered, should be made only by way of express approval taken in the subsequent
Meeting in which such Minutes are sought to be altered.
8.10 The
Minutes of Meetings of any Committee should be circulated to the Board along
with the agenda for the meeting of the Board next following such Meeting of the
Committee and should be noted at the Board Meeting.
If the Minutes of Meetings
of any Committee me pending noting by the Committee at the time of circulating
the Agenda for the Meeting of the Board, such Minutes should be circulated to
the Board in draft form.
9. Recording in the
Minutes
9.1 In
addition to the names of Directors present at the Meeting, the names of persons in attendance and the names of invitees, if any, should be recorded in
the Minutes.
9.2 Apart
from the Resolution or the decision, the Minutes should mention the brief
back-ground of the proposal and the rationale for passing the Resolution or
taking the decision.
9.3 The
names of the Directors who dissented or obtained from the decision should be
recorded. Similarly, the fact that on interest Director did not participate in
the discussion or vote should be recorded in the Minutes.
9.4 Wherever
any approval of the Board or of the Committee is taken on the basis of certain
papers laid before the Board or the Committee, proper identification by
initialling of such papers by the Chairman or any Director should be made and a
reference thereto should be made in the Minutes.
10. Preservation of Minutes
and Other Records
10.1 The Minutes of all
Meetings should be preserved permanently.
10.2 Where,
under a scheme of arrangement, a company has been merged or amalgamated with
another company, the Minutes of all Meetings of the Board and Committees of the
transferor company should be preserved permanently by the trans feree company,
notwithstanding the fact that the identity of the transferor company may not
survive such arrangement.
10.3 Office
copies of Notices, Agenda and Notes on Agenda and other related papen should be
preserved in good order for as long as they remain current or for tee years,
whichever is later, and may be destroyed thereafter under the authority of the
Board.
11. Disclosure
The Annual Report of a company should disclose the number of Meetings
of the Board and Conannittees held during the year indicating the number of
Meetings attended by each Director.
Effective Date
This Standard shall come
into effect from 13th December, 2001.
1. Calls on shareholders in respect of money unpaid on their
shares.
2. Issue of debentures.
3. Borrowing money otherwise than by issue of debentures.
4. Investing the funds of the company.
5. Making loans.
6. Filling casual vacancies in the office of Directors.
7. Making donation to political parties.
8. Grunting loans to Directors.
9. According sanction for specified
contracts in which one or more Directors are interested and to sign the
Register of Contracts.
10. Disclosure of interest by a Director.
11. Receiving notice of disclosure of Directors' interest
12. Receiving notice of disclosure of Directors' shareholdings.
13. Appointment or Resignation of Managing
Director or Whole‑time Director or Manager.
14. Appointment and removal of the Chief
Financial Officer and the Company Secretary.
15. Appointment of sole‑selling agents.
16. Making a declaration of solvency where
it is proposed to wind up the company voluntarily
17. Forfeiture of shares.
18. Taking note of the quarterly financial results.
19. Approving the half‑yearly financial results.
20. Noting Minutes of Meetings of Committees of the Board.
21. Quarterly results for each operating division or business
segment.
22. Annual operating plans and budgets.
23. Any material default in financial obligations.
24. Non‑compliance of any regulatory/statutory provisions
or listing requirements.
25. Sale of investments, subsidiaries or assets
which is not in the normal course of business.
26. Show cause notices, prosecutions and penalty notices of
material nature.
27. Any material effluent or pollution
problems, industrial accidents, labour problems, signing of wage agreement,
implementation of Voluntary Retirement Scheme, etc.
28. Any issue which involves possible public or product liability
claims.
29. Transactions that involve substantial
payment towards goodwill, brand equity, or intellectual property.
30. Foreign exchange exposures and the steps
taken by management to limit the risks of adverse exchange rate movements.
31. Information on recruitment and
remuneration of senior officers and transfers or resignations.
32. Details of any joint venture or collaboration agreement.
33. Material liability‑legal or contractual.
34. Report of the Compliance Officer
regarding share transfer process and analysis of movement of bulk transfers.
35. Fixed deposit advertisements.
36. Certificate regarding compliance with various applicable laws.
37. Events which are significant or have
material commercial/financial implications, such as:
(a) strikes, lockouts, lay‑off closure of units/factory,
etc.;
(b) change in the general character or nature of business;
(c) major expansion plans or execution of new projects;
(d) disruption of operations due to natural calamity or Act of
God;
(e) commencement of commercial production/commercial operations;
(f) developments with respect to
pricing/realisation arising out of change in the regulatory framework;
(g) litigation/dispute with a material
impact;
(h) revision in ratings assigned by credit
rating agencies;
(i) issue of any class of securities;
(j) acquisition, merger, demerger amalgamation, restructuring, scheme of
arrangement, spin off of divisions of the company;
(k) change in market lot and sub‑division
of equity shares of the company;
(l) voluntary delisting of securities from
the Stock Exchange(s);
(m) default in the repayment of any deposits
or redemption of my securities including debentures and in payment of interest,
if any, due thereon;
(n) my action which will result in
alteration in the terms regarding redemption/cancellation/retirement in whole
or in part of any securities issued;
(o) information regarding opening, closing
of status of ADR, GDR or any other class of securities issued abroad:
(p) cancellation
of dividend/rights/bonus etc.;
(q) formation of a subsidiary company and/or
de‑subsidiarisation of an existing subsidiary company
1. To appoint the Chairman of the Meeting.
2. To note the Certificate of
Incorporation of the company, issued by the Registrar of Companies.
3. To take note of the Memorandum and
Articles of Association of the company, as registered.
4. To note the situation of the Registered Office of the
company.
5. To confirm/note the appointment of the first Directors of
the company,
6. To read and record the notices of disclosure of interest
given by the Directors.
7. To consider the appointment of Additional Directors,
8. To consider the appointment of the Chairman of the Board.
9. To fix the financial year of the company.
10. To consider the appointment of the first Auditors,
11. To adopt the Common Seal of the company.
12. To appoint Bankers and to open bank accounts of the company.
13. To authorise printing of share certificates
14. To authorise the issue of share
certificates to the subscribers to the Memorandum and Articles of Association
of the company.
15. To approve preliminary expenses and preliminary contracts.
16. To consider the appointment of the
Managing Director/Whole time Director/ Manager and Company Secretary, if
applicable and other senior officers.
Illustrative list of items of business for the Agenda for the Meeting
of the Board of Directors at which annual accounts, etc. are to be considered
(Besides regular Agenda
items, such as confirmation of Minutes, granting leave of absence to Directors,
reading Notices of disclosure of interest of Directors)
1. To consider and approve matters arising
out of the accounts such as commission to Directors, write‑offs,
provisions, legal cases, etc.
2. To consider and approve transfers to Reserves and other
appropriations.
3. To consider recommendation of dividend
4. To consider and approve the Balance
Sheet and the Profit and Loss Account as well as the abridged Accounts or
statement of financial results.
5. To approve the cash now statement
6. To consider and take note of the
Directors to retire by rotation at the Annual General Meeting.
7. To consider the draft Notice of the
annual General Meeting and to authorise issuance thereof.
8. To consider the appointment of Auditors
and the payment of remuneration to them, to be proposed for members'
consideration.
9. To take note of the draft Auditor's report.
10. To consider the draft Directors' Report and to authorise
issuance thereof.
11. To open a Bank Account for payment of dividend.
12. To approve/note the closure of the
Register of Members and the Share Transfer Books for the purposes of the Annual
General Meeting.
13. To approve the text of the advertisement inviting fixed
deposits.
14. To discuss the Compliance Certificate
issued by a secretary in whole‑time practice.
SECRETARIAL STANDARD‑2 (SS‑2)
Secretarial Standard on General Meetings‑(SS‑2)
The following is the text of
the 'Secretarial Standard‑2 (SS‑2), issued by the Council of the
Institute of Company Secretaries of India, on General Meetings.
In the initial years,
adherence by a company to this Secretarial Standard will be recommendatory.
Introduction
This Standard seeks to
prescribe a set of principles for the convening and conduct of General Meetings
and matters related thereto.
The decision making powers
of a company are vested in its Members and Board of Directors (the Board). Such
powers we exercisable through Meetings of the Members and the Board
respectively. Except where the law expressly provides that certain powers of a
company are to be exercised only by the company in General Meeting, the Board
is entitled to exercise all the powers of the company. Although Members acting
through the forum of a General Meeting exercise ultimate check over a company,
they should not interfere with the exercise by the Board of the powers which
are vested in the Board.
Every company is required to
hold, every year, a Meeting of its Members called the Annual General Meeting
and may also hold my other meeting, called an Extra‑ordinary General
Meeting, as and when required or on the requisition of members. The business to
be transacted at a Annual General Meeting may consist of items of ordinary
business as well as special business. The items of ordinary business
specifically required to be transacted at an Annual General Meeting should not
be transacted at my other General Meeting.
Every public company having
a share capital is also required to hold a Statutory Meeting.
If a company defaults in
holding its Annual General Meeting in any year, my member of the company has a
statutory right to approach the prescribed authority to direct the company to
hold the Meeting.
A company may also hold
Meetings of its Members, or elms of Members or debenture-holders or creditors
under the directions of the Court or the Company Law Board or any other
prescribed authority, and my such Meeting shall be governed by the Articles or
by the rules, regulations and directions prescribed for the conduct of any such
Meeting.
Scope
The principles enunciated in
this Standard for General Meetings may also be applicable to class meetings of
Members, debentureholders and creditors. These principles may, however, not be
applicable to my meetings convened on the directions of the Court or the
Company Law Board or any other prescribed authority, unless the directions
themselves so prescribe.
Definitions
The following terms are used
in this Standard with the meaning specified:
"Act" means the
Companies Act, 1956 (1 of 1956), or any statutory modification or re‑enactment
thereof and includes any Rules and Regulations framed thereunder.
"Articles" means
the Articles of Association of a company, as originally framed or as altered
from time to time, including, where they apply, the Regulations contained in
the Tables in Schedule I to the Act.
"Board” or "Board
of Directors" means the Board of Directors of a company.
"Chairman" means
the Chairman of the Board or the Chairman appointed or elected for a Meeting.
"Member" means my
person who agrees, either by subscribing to the Memorandum of Association of
the company or by applying in writing, to become a member of the company and
whose name is entered either in the Register of Members of the company or in
the records of the depository as a beneficial owner in respect of the equity
shares of the company held by him.
"Meeting" or
"General Meeting" or "Extra‑0rdinary General Meeting"
means a Meeting or Members duly convened by the Board or on the requisition of
Members.
"Ordinary
Business" means, business to be transacted at an Annual General Meeting
relating to (i) the consideration of the accounts, balance sheet and the
reports of the Board of Directors and Auditors; (ii) the declaration of a
dividend; (iii) appointment of Directors in the place of those retiring; and (iv)
the appointment of, and the fixing of the remuneration of, the Auditors.
"Ordinary
Resolution" means a Resolution when, at a General Meeting of which the
Notice required under the Act has been duly given, the votes cast (whether on a
show of hands or on a poll) in labour of the Resolution (including the casting
vote, if any, of the Chairman) exceed the votes, if my, cast against the
Resolution by Members entitled to vote thereon either in person or, where
proxies are allowed, by Proxy.
"Proxy" means an
instrument in writing signed by a Member, authorizing another person, whether a
member or not to attend and vote on his behalf at a Meeting and also means the
person so appointed by a Member.
"Quorum" means the
minimum number of Members whose presence is necessary for a Meeting.
"Special Business"
means business other than the Ordinary Business to be transacted at an Annual
General Meeting and all business to be transacted at any other General Meeting.
"Special
Resolution" means a Resolution in respect of which (a) the intention to
propose the Resolution as a Special Resolution has been duly specified in the
Notice calling the Meeting or other intimation of the Resolution has been given
to the Members; (b) the notice required under the Act has been duly given of
the Meeting; and (c) the votes cast in favour of the Resolution (whether on a
show ot hands or on a poll) are not less than three times the number of the
votes, if any, cast against the Resolution by members entitled to vote thereon
either in person or, where proxies are allowed, by Proxy.
Words and expressions used
herein and not defined shall have the meaning respectively assigned to them
under the Act.
1. Convening a Meeting
1.1 Authority
A General Meeting should be convened on the
authority of the Board.
The Board (if its own accord
or on the requisition of Members should either at a Meeting of the Board or by
passing a resolution by circulation. convene or authorize the convening of a
General Meeting.
If, on a requisition having
been made in this behalf, the Board fails to call a Meeting, the requisition
may themselves call the Meeting in the same manner, as nearly as possible, as
that in which Meetings are to be called by the Board.
1.2 Notice
1.2.1 Notice
in writing of every Meeting should be given to every Member of the company.
Such Notice should also be given to the Directors and Auditors of the company,
to the Practising Company Secretary who has given the Compliance Certificate,
to Debenture Trustees, if any, and, wherever applicable or so required, to
other specified recipients.
Notice should be given to
all persons entitled to receive such Notice at the address provided by them in
India or outside India. In the case of joint shareholders, the Notice should be
given to the person vshose name appears first in the Register of Members or in
the records of the depository, as the case may be.
On receipt of intimation of
death of a Member, the Notice of a Meeting should be sent to the surviving
first joint‑holder or to the nominee of the sole shareholder or to the
person entitled to a share in consequence of the death of the Member. In case
of insolvency of a Member, the Notice should be sent to the assignees of the
insolvent or to the person entitled to a share in consequence of the insolvency
of the Member.
Notice should be given by hand or by
post and should also be placed on the website, if any, of the company.
1.2.2 The
Notice should specify the day, date, time and venue of the meeting with
complete address.
Meetings should commence
during business hours, on a working day, at the Registered Office of the
company or at some convenient place within the city, town or village in which
the Registered Office is situated.
If the venue of the Meeting
is not a prominent place, a site map of the venue should be enclosed with the
Notice.
The Notice should
prominently contain a statement that a Member entitled to attend and vote is
entitled to appoint a Proxy to attend and vote instead of himself and that,
except in the case of a private company and a company not having a share
capital where the Articles may provide otherwise, a Proxy need not be a Member.
1.2.3 The
Notice should clearly specify the nature of the Meeting and the business to be
transacted thereat, In respect of items of Special Business, each such item
should be in the form of a Resolution and should he accompanied by an
explanatory statement which should set out all such facts as would enable a
member to take an informed decision on the matter. In respect of item of
Ordinary Business, Resolutions am not required to be specified in the Notice
except where the appointment of Auditors has to be made by a Special
Resolution, or where the Auditors or Directors to be appointed are other than
the retiring Auditors or directors, as the case may be.
All Resolutions and the
explanatory statement should be framed in simple and intelligible language so
as to enable Members to understand the meaning, scope and implications of the
proposed items of business.
The nature of the concern or
interest, if my, of Directors in any item of business or in a proposed
Resolution should be disclosed in the explanatory statement, along with the
extent of such concern or interest where the item relates to transactions with
any other company.
Where reference is made to
any document, contract, agreement or the Memorandum of Association and
Articles, the relevant explanatory statement should state that such documents
are available for inspection and such documents should be so made available for
inspection for not less than two hours during business hours at the Registered
Office of the company and copies thereof should also be made available at the
head/corporate office of the company, if such office is situated elsewhere, and
also at the Meeting.
In all cases relating to the
appointment or re‑appointment of Directors, details of each such Director
should be given, including age, qualifications, experience, date of first
appointment on the Board, shareholding in the company, relationship with other
Directors of the company, other Directorships, membership/ Chairmanship of
committees of other Boards and the number of Meetings of the Board attended
during the year.
In the case of
appointment/re‑appointment or varying of the terms of remuneration of
managerial personnel of the company, their personal resume, terms and
conditions of appointment/ re‑appointment including full details of
remuneration sought to be paid and the remuneration last drawn by such person
should be stated in the explanatory statement.
1.2.4 Notice
and accompanying documents should be sent at least twenty‑five days in advance of the Meeting.
Where the Notice also is to
be published in a Newspaper, it should appear at least twenty‑one days
before the date of the Meeting and such Notice need not be accompanied by an
explanatory statement.
1.2.5 Notice
and accompanying documents may be given at a shorter period of time if consent
in writing, in the prescribed form, is given thereto by, in ale case of an
Annual General Meeting, all the Members entitled to vote at the Meeting and, in
the case of any other Meeting, Members holding ninety‑five percent of the
paid‑up share capital carrying voting right or, where the company has no
share capital, ninety five percent of the total voting power.
Consent for
shorter Notice may be given before or at the Meeting.
1.2.6 In the
case of listed companies with more than 5,000 Members, an abridged version of
the Notice, listing the items of business and the day, date, time and venue of
the Meeting, should be published in a newspaper having a wide circulation
within such States of India where more than 1,000 Members reside.
1.2.7 No
business should be transacted at a Meeting if Notice in accordance with this
Standard has not been given.
1.2.8 No
items of business other than those specified in the Notice should be taken up
for consideration at the Meeting.
No Resolution shall be valid
if it is passed in respect of an item of business not contained in the Notice
convening the Meeting.
Where Special Notice is
required of my Resolution and Notice of the intention to move such Resolution
is received by the company at least fourteen days before the Meeting, such item
of business should be placed for consideration at the Meeting after giving
Notice of the Resolution to Members in the manner specified.
Any amendment to the Notice,
including the addition of any item of business, can be issued provided the
Notice of Amendment is sent to all persons entitled to receive the Notice of
the Meeting and is sent within the time limit prescribed for giving of the
original Notice.
1.2.9 The
Notice should be accompanied by an attendance slip and a proxy form with clear
instructions for filling stamping, signing and depositing the proxy form.
1.2.10 A Meeting
convened upon due Notice should 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 defer the Meeting. The Meeting should be reconvened after giving
not less than seven days fresh Notice published in a newspaper having a wide
circulation within such States of India where more than 1,000 Members reside.
2. Frequency of Meetings
2.1 Statutory Meeting
Every public company having a share capital and every public company
limited by guarantee and having a share capital should, after one month but not
later than six months from the date on which it is entitled to commence
business, hold a Meeting called the Statutory Meeting.
2.2 Annual General Meeting
Every company should, in each year, hold a Meeting called the Annual
General Meeting.
Every Company should hold
its first Annual General Meeting within eighteen months of the date of
incorporation and thereafter 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 Meetings. The aforesaid period of six months or interval of fifteen
months may be extended by a period not exceeding three months with the prior
approval of the Registrar of Companies.
2.3 Extra‑ordinary
General Meeting
Item of business of an urgent nature which need to be transacted before
the next Annual General Meeting should be considered at an Extra‑Ordinary
General Meeting.
3. Quorum
Quorum should be present throughout the Meeting.
A minimum of five Members
personally present and entitled to vote, in the case of a public company, and
two Members personally present and entitled to vote, in the case of a private
company, shall be the Quorum for a General Meeting. Where the requirements for
Quorum as prescribed in the Articles are more stringent, the Quorum should
conform to such requirements.
A Meeting must be
constituted of at least two individuals present in person. The quorum
requirement of five Members in the case of a public company will be fulfilled
where a person acting as an authorized representative of five bodies corporate
is present in the Meeting along with another Member personally present.
Since Members need to be
personally present at a Meeting to constitute the quorum, Proxies are to be
excluded for determining the Quorum. However, 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.
4. Presence or Directors and Auditors
4.1 Directors
4.1.1 The
Directors of the company should attend all Meetings of the company,
particularly the Annual General Meeting, and should be seated with the
Chairman.
If any Director is unable to
attend the Meeting for reasons beyond his control, the Chairman should explain
such absence at the Meeting.
4.1.2 The
chairman of the Audit Committee, where such a Committee exists, should attend
the Annual General Meeting.
4.2 Auditors
While the Auditors of the company are entitled to attend the Annual
General Meeting, the Auditors, represented by the proprietor or a partner, as
the case may be, should attend the Meeting if there are any reservations, qualifications
or adverse remarks in the Auditor's Report.
4.3 Practising Company
Secretary
The Practising Company Secretary who has given the Compliance
Certificate should attend the Annual General Meeting.
5. Chairman
5.1 Appointment
5.1.1 Where
the Articles so provide, the Chairman of the Board should take the chair and
conduct the Meeting. if there is no Chairman or if he is not present within
fifteen minutes after the time appointed for holding the Meeting, or if he is
unable to act as Chairman of the Meeting, the Directors present should elect
one of themselves to be the Chairman of the Meeting. If the Di. rectors are
unable to do so or if no director is willing to take the chair, the members
present shall elect one of themselves to be the Chairman of the Meeting.
5.1.2 In the
absence of any express provision contained in the Articles, the Members
personally present at the Meeting shall elect one of themselves to be the
Chairman of the Meeting.
The Chairman should ensure
that the Meeting is duly constituted in accordance with the Act and the
Articles or any other applicable laws, before it proceeds to transact business.
The Chairman should then conduct the Meeting in a fair and impartial manner and
ensure that only such business as has been set out in the Notice is transacted.
5.2 The
Chairman should explain the objective and implications of each Resolution
before the Resolution is put to vote.
5.3 The
Chairman should provide a fair opportunity to Members who are entitled to vote
to raise questions and/or offer comments and ensure that these am answered.
5.4 The
Chairman should not propose any Resolution in which he is deemed to he
concerned or interested nor should he participate in the discussion or vote on
any such Resolution.
If the Chairman is
interested in my item of business, he should entrust the conduct of the
proceedings in respect of such item to the Vice‑Chairman, if there is
one, or to any dis‑interested Director or to a Member and resume the
Chair after that item of business has been transacted. A person who so takes
the Chair can exercise his casting vote in the event that a vote on such item
of business results in a tie.
6. Voting
6.1 Proposing a Resolution
6.1.1 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.
6.1.2 A
Director should not propose any Resolution in which he is deemed to be
concerned or interested nor should be participate in the discussion or vote on
any such Resolution
6.2 On Show of Hands
Every Resolution should, in the first instance, be put to vote on a
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. Unless the Articles
otherwise provide, a Proxy cannot vote on a show of hands.
6.3 By Poll
6.3.1 A
Member present in person or by proxy shall, on a poll, have votes in proportion
to his share of the paid up equity capital of the company, subject to
differential rights as to voting, if any, attached to certain shares as
stipulated in the Articles or by the terms of issue of such shares.
While a proxy cannot speak
at the Meeting, he has the right to demand or join in the demand for a poll.
6.4 Casting Vote
If the Articles so provide, the Chairman shall have
a casting vote.
7. Proxies
7.1 Notice of Right to
Appoint
Every Notice calling a Meeting of a company which has a share capital
or the Articles of which provide for voting at a Meeting by proxy, should
prominently contain a statement that a Member entitled to attend and vote is
entitled to appoint a proxy to attend and vote instead of himself and that,
unless the Articles provide otherwise a proxy need not be a Member.
7.2 Form of Proxy
7.2.1 An
instrument appointing a proxy should be either in the Form specified in the
Articles or in any of the Forms set out in the Act.
If the Articles do not
provide a form for 'two way voting' as per the format set out in Annexure 'A', the Articles should be
amended so as to provide accordingly.
7.2.2 An
instrument of Proxy duly filled, stamped and signed, is valid only for the
Meeting to which it relates including any adjournment thereof.
7.3 Stamping of Proxies
An instrument of Proxy is valid only if it is properly stamped.
Unstanapied or inadequately stamped proxies or proxies upon which the stamps
have not been cancelled are invalid.
7.4 Execution of Proxies
7.4.1 In
addition to the Member appointing a Proxy, the Proxy‑holder also should
sign the instrument of Proxy.
7.4.2 An
authorised representative of a body corporate or of the President of India or
of the Governor of a State, holding shares in a company, may appoint a proxy
under his signature.
7.5 Proxies in Blank and
Incomplete Proxies
7.5.1 A
proxy form which does not state the name of the proxy should not be considered
valid.
7.5.2 If an
undated proxy, which is otherwise complete in all respects, is lodged within
the prescribed time limit, if should be considered valid.
If a company receives
multiple proxies for the same holdings of a Member, which are either not dated
or bear the same date without specific mention of time, all such multiple
proxies should be treated as invalid.
7.6 Deposit of Proxies
7.6.1 Proxies
should either he deposited with the company in person or received through post
not later than forty‑eight hours before the commencement of the Meeting
at which they are to be used and a proxy should be accepted even on a holiday
if the last date by which it could be accepted is a holiday.
Proxies may be accepted at a
shorter period, being not less than twenty‑four hours before the
commencement of the Meeting, if the Articles so provide.
7.6.2 A Member
who has not appointed a Proxy to attend and vote on his behalf at a Meeting may
appoint a Proxy for my adjournment of the Meeting, not later than forty‑eight
hours before the time of such adjourned Meeting.
7.7 Revocation of Proxies
7.7.1 If a
proxy had been appointed for the original Meeting and such Meeting is
adjourned, any Proxy given for the adjourned Meeting revokes the Proxy given
for the original Meeting.
7.7.2 A
proxy later in date revokes any proxy/proxies dated prior to such proxy.
7.7.3 A
proxy is valid until written notice of revocation has been received by the
company before the commencement of the Meeting or adjourned Meeting, as the
case may be.
A Proxy need not be informed
of the revocation of the Proxy issued by the Member. Even an undated letter of
revocation of Proxy should be accepted. Unless the Articles provide otherwise,
a notice of revocation should be signed by the same person who had signed the
Proxy.
7.8 Inspection of Proxies
7.8.1 Requisitions,
if any, for inspection of proxies should be received in writing from a Member
at least three days before the commencement of the Meeting.
7.8.2 Proxies
should be made available for inspection during the period beginning twenty‑four
hours before the time fixed for the commencement of the Meeting and ending with
the conclusion of the Meeting.
7.8.3 A
fresh requisition, conforming to the above requirements, should be given for
inspection of Proxies in case the original Meeting is adjourned.
7.9 Record of Proxies
7.9.1 All
Proxies received by the Company should be recorded chronologically in a
register kept for that purpose.
7.9.2 In
case any Proxy entered in the register is rejected, the reasons therefor should
be entered in the remarks column.
8. Conduct of Poll
8.1 When
a poll is demanded on any Resolution, the Chairman should get the validity of
the demand verified and should order the poll forthwith if it is demanded on
the question of appointment of the Chairman or adjournment of the Meeting and,
in any other case, within forty eight hours of the demand for poll.
8.2 In
the case of a poll which is not taken forthwith, the Chairman should announce
at the Meeting the date, venue and time of taking the poll to enable Members to
have adequate and convenient opportunity to exercise their vote. The Chairman
should also announce that any Member who so desires may be present at the time
of counting of votes.
A Member who did not attend
the Meeting can participate and vote in the poll.
8.3 Each
Resolution on which a poll is demanded should be put to vote separately.
One ballot paper may be used
for two or more items for which poll has been ordered.
8.4 The
Chairman should appoint two scrutineers to ensure that the scrutiny of the
votes cast on a poll is done fairly, accurately and properly. At least one of
the two scrutineers should he a Member who is present at the Meeting and is not
an officer or employee of the company.
Based on the scrutineers
report, the Chairman should declare the result of the poll, with details of the
number of votes cast for and against the Resolution and the final result as to
whether the Resolution has been carried or not.
8.5 The
result of the poll should be displayed on the notice board of the company at
its Registered Office and its Corporate/Head Office, if such office is situated
elsewhere, and also placed on the website, if any, of the company. In the case
of listed companies with more than 5,000 Members, the result of the poll should
also be published in a leading newspaper circulating in the neighbourhood of
the Registered Office of the Company.
9. Withdrawal of
Resolutions
Resolutions for items of business which are likely to affect the market
price of the securities of the company should not be withdrawn.
10. Rescinding of
Resolutions
A Resolution passed at a Meeting should not be rescinded other than by
a Resolution passed at a subsequent Meeting.
11. Modifications to
Resolutions
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 should be duly
proposed, seconded and put to the vote.
No amendment to my proposed
Resolution should be made if it in any way alters the substance of the
Resolution as set out in the Notice. Grammatical and clerical errors may be
corrected or words translated 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.
12. Reading of
Report/Certificate
12.1 The
entire Auditor's Report including the Statement pursuant to the Manufacturing
and Other Companies Auditor's Report Order should be read at the Annual General
Meeting.
12.2 The
Compliance Certificate given by the Practising Company Secretary and attached
to the Director's Report should be read at the Annual General Meeting.
13. Distribution of Gifts
No gifts, gift coupons, or cash in lieu of gifts should be distributed
to Members at or in connection with the Meeting.
14. Adjournment of Meetings
14.1 A duly
convened Meeting should not be adjourned arbitrarily by the Chairman. The Chairman
may adjourn a Meeting with the consent of the Members and shall adjourn a
Meeting if so directed by the Members.
Meetings may be adjourned
for want of requisite Quorum. The Chairman may adjourn a Meeting in the event
of disorder or other like causes, where it becomes impossible to conduct the
Meeting and complete its business.
14.2 If a
Meeting is adjourned sine‑die or for a period or thirty days or more, a
Notice of the adjourned Meeting should be given in accordance with the
provisions contained hereinabove relating to Notice.
14.3 If a
Meeting is adjourned for a period of less than thirty days, in the case of
listed companies with more than 5,000 Members, Notice thereof specifying the
day, date, time and venue of the Meeting should be published immediately in a
newspaper having a wide circulation within such States of India where more than
1,000 Members reside.
14.4 If a
Meeting, other than a requisitioned Meeting, stands adjourned for want of
Quorum, the adjourned Meeting should be held on the same day, in the next week
at the same time and place or on such other day and at such other time and
place as may be determined by the Board. In the case of listed companies with
more than 5,000 Members, Notice thereof specifying the day, date, time and venue
of the Meeting, should be published immediately in a newspaper having a wide
circulation within such States of India where more than 1,000 Members reside.
If, at an adjourned Meeting,
a Quorum is not present within half an hour from the time appointed, the
Members present, being not less than two in number, will constitute the Quorum.
14.5 If,
within half an hour from the time appointed for holding a requisitioned
Meeting, a Quorum is not present, the Meeting shall stand dissolved.
14.6 At an
adjourned Meeting, only the unfinished business of the original Meeting should
be considered.
Any Resolution passed at an
adjourned Meeting would be deemed to have been passed on the date of the
adjourned Meeting and not on any earlier date.
15. Minutes
15.1 Minutes
should contain a summary of the proceedings of the Meeting, recorded fairly,
correctly, completely and in unambiguous terms, and should be written in third
person and past tense.
15.2 The
Minutes should be entered and signed within thirty days from the conclusion of
the Meeting.
In case a Meeting is
adjourned, Minutes should be entered in respect of the original Meeting as well
as the adjourned Meeting within thirty days from the dates of the respective
Meetings.
The pages of the Minutes
book should be consecutively numbered. The Minutes should be dated and signed
by the Chairman of the Meeting within a period of thirty days or, in the event
of death or inability of the Chairman within that period, by a Director who was
present in the Meeting, authorized by the Board for the purpose.
15.3 The
Chairman should initial each page of the Minutes, sign the last page of the
Minutes and append to such signature the date on which he has signed the
Minutes.
15.4 Minutes,
once entered in the Minutes Book, should not be altered. However, minor errors
may be corrected and initialled by the Chairman even after the Minutes have
been signed.
15.5 Minutes should not be
pasted or attached to the Minutes Book.
15.6 Minutes,
if maintained in loose‑leaf form, should be bound at reasonable
intervals.
15.7 Minute Books should be kept
at the Registered Office of the company.
16. Recording in the Minutes
16.1 The
name of the Chairman of the Meeting and the names of Directors including the
Chairman of the Audit Committee, if any, present at the Meeting should be
recorded.
16.2 The
number of members required to form the quorum and the fact that the required
Quorum was present should be recorded.
16.3 The
number of members present in person and through representatives and Proxies
should be recorded.
16.4 The
presence, at the Annual General Meeting of the Auditor and the Practising
Company Secretary who has given the Compliance Certificate, should be recorded.
16.5 If the
Chairman was interested in an item of business at the Meeting, the fact that he
vacated the Chair and requested the Vice‑Chairman, if any, or some other
Director or Member to Chair the meeting to transact such business should be
recorded.
17. Preservation of Minutes
and other Records
17.1 Minutes
Book to record Minutes of Meetings should be kept separately from those books
used to record Minutes of any other meetings and should be kept at the
Registered Office of the Company.
17.2 The Minutes of all
Meetings should be preserved permanently.
Minutes can be inspected by
any Member. The Auditor or Cost Auditor of the company or Practising Company
Secretary appointed by the company can also inspect the Minutes Book in the
course of audit or certification.
17.3 Where,
under a scheme of arrangement, a company has been merged or amalgamated with
another company, the Minutes of all Meetings of the transferor company should
be preserved permanently by the transferee company, notwithstanding the fact
that the identify of the transferor company may not survive such arrangement.
17.4 Office
copies of Notice and supporting papers relating to the Notice should be
preserved in good order for as long as they remain current or for ten years,
whichever is later, and may be destroyed thereafter, on the authority of the Board.
18. Disclosure
The Annual Report of a company should disclose particulars of all
Meetings held during the last three years.
EFFECTIVE DATE
This Standard shall come into effect from 1st May, 2002.
Name of the Company _____________________________________________________
Registered Office _____________________________________________________
_______________________________________________________________________
I/We
___________________________________________ of _______________ being a member
of the above‑named Company, hereby appoint the following as my/our Proxy
to attend and vote [on a poll]* for me/us and on my/our behalf at the
_____________ Annual General Meeting/General Meeting of the Company, to be held
on ____________________ _______________ at ________ a.m./p.m. and at any
adjournment thereof :
1. Mr./Mrs. ____________, ____________ (signature), or failing him
2. Mr./Mrs. ____________, ____________ (signature), or failing him
3. Mr./Mrs. ____________, ____________ (signature).
** I/We direct my/our Proxy
to vote on the Resolutions in the manner as indicated below:
|
Resolutions |
For |
Against |
|
Resolution No. 1 |
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[To specify] |
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Resolution No. 2 |
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[To specify] |
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Resolution No. 3 |
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[To specify] |
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Resolution No. 4 |
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[To specify] |
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Affix Revenue Stamp |
Number of Shares held
Signed this __________ day
of_________ 20____ Signature(s) of Member(s)
Reference Folio No./DP ID
& Client ID (1) _____________________
(2)
_____________________
(3)
_____________________
* Delete if the Articles give a proxy‑holder the
right to vote even on a show of hands.
Notes:
1. The Proxy, to be effective should be
deposited at the Registered Office of the Company not less than FORTY‑EIGHT
HOURS before the commencement of the Meeting.
2. A Proxy need not be a member of the
Company.
3. In the case of joint holders, the vote
of the senior who tenders a vote, whether in person or by proxy, shall be
accepted to the exclusion of the vote of the other joint holders. Seniority
shall be determined by the order in which the names stand in the Register of
Members.
4. This form of proxy confers authority to
demand or join in demanding a poll.
5. The submission by a member of this form
of proxy will not preclude such member from attending in person and voting at
the Meeting.
6. This is optional. Please put a tick
mark (Ö)in the appropriate column against the Resolutions
indicated in the Box. If a member leaves the 'For' or 'Against' column blank
against any or all the Resolutions, the proxy will be entitled to vote in the
manner he/she thinks appropriate. If a member wishes to abstain from voting on
a particular Resolution, he/she should write "Abstain" across the
boxes against the Resolution.
7. In case a member wishes his/her votes
to be used differently, he/she should indicate the number of shares under the
columns 'For' or 'Against' as appropriate.