SECRETARIAL STANDARD ON GENERAL MEETINGS …

1 SS - 2SS - 2SS - 2SS - 2SS - 2 SECRETSECRETSECRETSECRETSECRETARIAL STARIAL STARIAL STARIAL STARIAL STANDANDANDANDANDARDARDARDARDARDONONONON ONGENERAL MEETINGSGENERAL MEETINGSGENERAL MEETINGSGENERAL MEETINGSGENERAL MEETINGS (Second Edition)(Second Edition)(Second Edition)(Second Edition)(Second Edition)Issued byIssued byIssued byIssued byIssued byMAY 2002 MAY 2002 MAY 2002 MAY 2002 MAY 2002 Reprint : March 2003 Reprint : March 2003 Reprint : March 2003 Reprint : March 2003 Reprint : March 2003 Second Edition : October 2011 Second Edition : October 2011 Second Edition : October 2011 Second Edition : October 2011 Second Edition : October 2011 Published by :THE INSTITUTE OF COMPANY SECRETARIES OF INDIATHE INSTITUTE OF COMPANY SECRETARIES OF INDIATHE INSTITUTE OF COMPANY SECRETARIES OF INDIATHE INSTITUTE OF COMPANY SECRETARIES OF INDIATHE INSTITUTE OF COMPANY SECRETARIES OF INDIA ICSI House , 22, Institutional Area, Lodi Road, New Delhi - 110 003 Phones : 011-4534 1000, 4150 4444 Fax : +91-11-24626727 Email : Website.

2 THE INSTITUTE OF COMPANY SECRETARIES OF INDIATHE INSTITUTE OF COMPANY SECRETARIES OF INDIATHE INSTITUTE OF COMPANY SECRETARIES OF INDIATHE INSTITUTE OF COMPANY SECRETARIES OF INDIATHE INSTITUTE OF COMPANY SECRETARIES OF INDIAAll rights reserved. No part of this publication may be translated or copied in anyform or by any means without the prior permission of The Institute of CompanySecretaries of Price Price Price Price : Rs. (Excluding postage)500/October 2011/Samrat Offset WorksCONTENTSCONTENTSCONTENTSCONTENTSCON TENTS PagePREFACTE TO THE SECOND EDITIONivPREFACE TO THE SECRETARIAL STANDARDSvSECRETARIAL STANDARD ON GENERAL MEETINGSINTRODUCTION1 SCOPE2 DEFINITIONS2 SECRETARIAL a of Statutory Annual GENERAL Extra-Ordinary GENERAL of Directors and Practising Company Proposing a On Show of By Casting Notice of Right to Form of Stamping of Execution of Proxies in Blank and Incomplete Deposit of Revocation of Inspection of Record of Proxies158.

3 Conduct of Poll169. Withdrawal of Resolutions1710. Rescinding of Resolutions1711. Modifications to Resolutions1712. Reading of Report/Certificate1713. Distribution of Gifts1814. Adjournment of Meetings1815. Minutes1916. Recording in the Minutes2017. Preservation of Minutes and other Records2018. Disclosure20 EFFECTIVE DATE20 Annexure A Form of Proxy22 PagePREFACE TO THE SECOND EDITIONPREFACE TO THE SECOND EDITIONPREFACE TO THE SECOND EDITIONPREFACE TO THE SECOND EDITIONPREFACE TO THE SECOND EDITIONThe Institute of Company Secretaries of India (ICSI), recognising the needfor integration, harmonisation and standardisation of diverse secretarialpractices, constituted in the year 2000, the SECRETARIAL standards Board(SSB) with the objective of formulating SECRETARIAL May 2002, ICSI brought out a SECRETARIAL STANDARD on GENERAL MEETINGS (SS-2)

4 Which seeks to prescribe a set of principles for the convening andconduct of GENERAL MEETINGS and matters related thereto. Thesignificance of this STANDARD has increased over the a part of Green Initiative in the corporate sector, the Ministry ofCorporate Affairs (MCA), Government of India has issued CircularNo. 17/2011 dated on Service of documents by e-modeinstead of Under Posting Certificate (UPC) and Circular No. 27/2011 on Participation by shareholders in GENERAL MEETINGS underCompanies Act, 1956 through electronic mode. The SECRETARIAL StandardsBoard (SSB) of the Institute thought it fit to update the SECRETARIAL Standardon GENERAL MEETINGS (SS-2) to incorporate these place on record my sincere thanks to Shri S V Subramanian, Chairmanand all Members of the SECRETARIAL standards Board for the efforts put inby them in finalisation of the limited revision to the SECRETARIAL also wish to place on record my appreciation for the efforts put in by theSecretariat at ICSI-Centre for Corporate Governance, Research andTraining (CCGRT)

5 , Navi Mumbai and the Headquarters of the Instituteunder the guidance of Shri Jain, Secretary and Chief Executive urge upon the Corporates and the Members of the profession to followthe desirable practices as enunciated in this SECRETARIAL STANDARD aswell as the other SECRETARIAL standards and Guidance Notes issued bythe ICSI so as to promulgate good Corporate is a continuous process and, therefore, suggestions toimprove the SECRETARIAL standards are most :KolkataANIL MURARKAANIL MURARKAANIL MURARKAANIL MURARKAANIL , The ICSIiPREFACE TO THE SECRETARIAL STANDARDSPREFACE TO THE SECRETARIAL STANDARDSPREFACE TO THE SECRETARIAL STANDARDSPREFACE TO THE SECRETARIAL STANDARDSPREFACE TO THE SECRETARIAL STANDARDSS ecretarial standards Board and its ObjectivesSecretarial standards Board and its ObjectivesSecretarial standards Board and its ObjectivesSecretarial standards Board and its ObjectivesSecretarial standards Board and its ObjectivesThe Institute of Company Secretaries of India, (ICSI)

6 , recognising theneed for integration, harmonisation and standardisation of diversesecretarial practices, has constituted the SECRETARIAL standards Board(SSB) with the objective of formulating SECRETARIAL and Functions of the SECRETARIAL standards BoardScope and Functions of the SECRETARIAL standards BoardScope and Functions of the SECRETARIAL standards BoardScope and Functions of the SECRETARIAL standards BoardScope and Functions of the SECRETARIAL standards BoardThe scope of SSB is to identify the areas in which SECRETARIAL Standardsneed to be issued by the Council of ICSI and to formulate such standards ,taking into consideration the applicable laws, business environmentand best SECRETARIAL practices.

7 SSB will also clarify issues arising out ofsuch standards and issue guidance notes for the benefit of members ofICSI, corporates and other 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 / GuidanceNotes at periodic for SECRETARIAL StandardsNeed for SECRETARIAL StandardsNeed for SECRETARIAL StandardsNeed for SECRETARIAL StandardsNeed for SECRETARIAL StandardsCompanies follow diverse SECRETARIAL practices and, therefore, there isa need to integrate, harmonise and standardise such practices so as topromote uniformity and of SECRETARIAL StandardsScope of SECRETARIAL StandardsScope of SECRETARIAL StandardsScope of SECRETARIAL StandardsScope of SECRETARIAL StandardsThe SECRETARIAL standards do not seek to substitute or supplant anyexisting laws or the rules and regulations framed thereunder but, in fact,seek to supplement such laws, rules and standards that are issued will be in conformity with theprovisions of the applicable laws.

8 However, if, due to subsequentchanges in the law, a particular STANDARD or any part thereof becomesinconsistent with such law, the provisions of the said law shall will endeavour to persuade the Government and appropriateauthorities to enforce these standards , to facilitate the adoption thereofby industry and corporate entities in order to achieve the desired objectiveof standardisation of SECRETARIAL for issuing SECRETARIAL StandardsProcedure for issuing SECRETARIAL StandardsProcedure for issuing SECRETARIAL StandardsProcedure for issuing SECRETARIAL StandardsProcedure for issuing SECRETARIAL StandardsThe following procedure shall be adopted for formulating and issuingSecretarial , in consultation with the Council, shall determine the areasin which SECRETARIAL standards need to be formulated and thepriority in regard to the selection the preparation of SECRETARIAL standards .

9 SSB may constituteWorking Groups to formulate preliminary drafts of the preliminary draft of the SECRETARIAL STANDARD prepared bythe Working Group shall be circulated amongst the membersof SSB for discussion and shall be modified appropriately, if preliminary draft will then be circulated to the members ofthe Central Council as well as to Chairmen of Regional Councils/Chapters of ICSI, various professional bodies, Chambers ofCommerce, regulatory authorities such as the Department ofCompany Affairs, the Department of Economic Affairs, theSecurities and Exchange Board of India, Reserve Bank of India,Department of Public Enterprises and to such other bodies/organisations as may be decided by SSB, for ascertaining theirviews, specifying a time-frame within which such views,comments and suggestions are to be meeting of SSB with the representatives of such bodies /organisations may then be held, if considered necessary, toexamine and deliberate on their the basis of the preliminary draft and the discussion withthe bodies / organisations referred to in 4 above, an ExposureDraft will be prepared and published in the CharteredSecretary , the journal of ICSI.

10 And also put on the Website ofICSI to elicit comments from members and the public at draft of the proposed SECRETARIAL STANDARD will generallyinclude the following basic points:(a) Concepts and fundamental principles relating to the subjectof the STANDARD ;(b) Definitions and explanations of terms used in the STANDARD ;(c) Objectives of issuing the STANDARD ;(d) Disclosure requirements; and(e) Date from which the STANDARD will be taking into consideration the comm