Synopsis on Secretarial Standard on General Meetings . SS-2 Prepared by CS MOHD SAQIB

1. 1
Secretarial Standard on General Meetings
Sr.
No
Provisions Requirement Remarks
1. Convening a
Meeting
A General Meeting shall be
convened by or on the authority of
the Board
Generally AGM is convened
to transact following
business
1.Ordinary Business
2.Special Business
2. Notice Notice of GM shall be given to every
Member and Directors, Auditors,
Secretarial Auditor, & Debenture
Trustees, if any of the company by
hand, post, or email at least 21
clear days before in advance of the
meeting.
GM 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.
Day, Date, Time, Complete
Address of the Venue of the
Meeting shall form part of
the Notice including route
map and prominent land
mark for easy location and it
shall be hosted on the
website of the company.
3. Addendum to the
Notice
An attendance slip and a Proxy
form with clear instructions for
filling, stamping, signing and
depositing the Proxy form shall
form part of the Notice.
Proxy form is mandatory
required to be annexed with
the Notice. Specific form for
Proxy is MGT-11
4. Content of Notice Notice shall include the Business
to be transacted i.e. whether
Special or Ordinary.
Special Business shall be in
the form of Resolution along
with explanatory statement.
5. Notice at a
shorter period
Notice and other related
documents may be given at a
shorter period provided at least
95% of the members are entitled to
vote at such meeting.
Consent in this case
regarding vote may be given
either by physical or
electronic means.
No business shall be
transacted at a meeting if
Notice has not been given as
per this Standard.
6. Frequency of
Meetings
First AGM- 9 Months from date of
closing of first financial year.
Subsequent AGM- 6 Months from
date of closing of financial year.
Maximum Gap between two
succeeding AGM=15 Months
The period of 6 months & 15
months may be extended by
a period of not exceeding 3
months with the prior
approval of ROC in case of
AGM other than the first.
7. Quorum Quorum shall be present
throughout the Meeting. Quorum
for Public Company.
Quorum shall be present at
the commencement of
meeting and also while

2. 2
i) 5 Members if the Members as
on the date of Meeting are
up to 1000.
ii) 15 Members if the Members
as on the date of Meeting
are more than 1000 but
up to 5000
iii) 30 Members if the Members
as on the date of the
Meeting exceeds 5000
transacting the business.
Articles may provide
stringent provision for
Quorum. Company shall
confirm to such provision.
Members have to personally
present at the Meeting to
constitute the Quorum.
Proxies are excluded for
determining the Quorum.
8. Presence of
Directors at AGM
Directors of the company should
attend the AGM, and shall be
seated with the Chairman. If any
Director is unable to attend the
Meeting reasons for his absence
shall be explained by the
Chairman. Further Chairman of
the Committees, shall attend the
AGM on this behalf.
These committees are Audit
Committee, Nomination &
Remuneration Committee
and Stakeholder
Relationship Committee
Minutes should carry
explanation / Brief
statement to effectuate this.
9. Presence of
Auditors
including
Secretarial
Auditor
Auditors shall attend the AGM of
the Company unless exempted by
the company.
Auditors can attend the
Meeting through their
authorized representative
also.
Further authorized
representative shall be
qualified to be an Auditor.
10. Chairman Chairman of the Board shall take
the chair and conduct the Meeting.
If he is not present within 15
minutes after the appointed time or
he is unwilling to act as Chairman
or if no director has been so
designated, the Directors present
shall elect one of themselves to be
the Chairman.
If no Director is present within 15
minutes or no Director is willing to
take the chair, the Members
present shall elect one of
themselves to be the Chairman
unless otherwise provided in the
Articles.
If poll is demanded on the
election of the Chairman the
person elected on the poll
shall be the Chairman of the
Meeting but before the poll is
demanded the person on a
show of hands shall continue
to be the Chairman.
11. Proxies A member entitled to attend and
vote at the meeting, has the right
to appoint proxy who need not be a
member of the company.
Authorized representative of
Body Corporate or President
of India may also appoint
Proxy under his signature.

3. 3
A proxy can act on behalf of
Members not exceeding 50 and
holding in aggregate not more than
10% of total share capital of the
company carrying voting rights.
However a member holding more
than 10% of total share capital of
the company carrying voting rights
may appoint a single person as
proxy who shall not act as proxy
for any other member.
The Proxy-holder shall prove
his identity at the time of
attending the Meeting.
12. Stamping of
Proxy
Instrument of Proxy is valid only if
it is properly stamped as per the
applicable law.
Proxy is invalid if it is not
properly stamped.
13. Blank and
Incomplete
Proxies
A Proxy form shall not be valid
until it expresses the name of
Proxy.
Undated Proxy shall also be
invalid.
If a company receives
multiple Proxies for one
single member then the
Proxy which is dated last
shall be considered valid.
(If all are not dated then all
proxies shall be considered
as invalid)
14. Deposit of Proxies All proxies form shall be deposited
not later than 48 hours before the
commencement of the meeting.
Holiday is included in the
period of 48 hours, which
means proxy is accepted if
last date is a holiday.
15. Revocation of
Proxies
If proxy is appointed for original
meeting and such meeting is
adjourned then proxy for the
original meeting will be revoked.
A proxy later in date revokes the
proxy earlier in date.
If Original Member after
appointing Proxy, personally
attends the Meeting then
proxy shall automatically
gets revoked.
16. Inspection of
Proxies
A proxy can be inspected if the
requisition has been received from
the member by the company at
least 3 days before the
commencement of meeting.
Inspection shall be allowed
between 9 a.m. to 6 p.m. during
such period.
Proxies shall be made
available for inspection
during the period beginning
24 Hours before the time
fixed for commencement of
meeting and ending with the
conclusion of the meeting.
17. Reading of Report The qualifications, observations ,
comments or other remarks which
have adverse effect on function of
company mentioned in the
Auditor’s Report shall be read at
the AGM and attention of the
This provision is same in
case of Secretarial Audit
Report issued by Company
Secretary in Practice.

4. 4
members present shall be drawn to
the explanations / comments given
by Directors in the Board Report.
18. Minutes Every company shall keep Minutes
of all Meeting and it shall be
prepared in accordance with the
provisions of the Act.
Minutes are the summary of
the Meeting which are
considered as Evidence of
Meeting.
19. Maintenance of
Minutes
Minutes shall be recorded in
Minutes books.
Separate Minutes Book shall be
maintained for the Meetings of
Members/Creditors. of the
company.
A company may maintain its
minutes in physical or in electronic
form with Timestamp.
Proper locking device shall
be there for maintenance of
minutes to ensure security
purpose.
20. Numbering of
Minutes
The pages of Minutes Book shall be
consecutively numbered.
If any page of the minutes is
left blank then, it shall be
scored out and initialled by
concerned Chairman.
21. Place of Keeping
Minutes
Minutes of General Meeting shall
be kept at the Registered Office of
the company or such other place
approved by the Board.
Usually Minutes are kept at
the registered office of the
company.
22. Contents of
Minutes
GENERAL CONTENTS
Minutes shall state, at the
beginning the Meeting, name of the
company, day, date, venue and
time of commencement and
conclusion of the Meeting.
Further Minutes shall contain
Name of the Directors and
Company Secretary present at the
Meeting
*SPECIFIC CONTENTS
The name of the Directors
shall be listed in alphabetical
order, starting with the name
of the Chairman.
23. Recording of
Minutes
Minutes shall contain fair & correct
summary of the proceedings of the
meeting and shall be written in
clear, concise and plain language
in past tense.
Company Secretary shall
record the proceedings of the
Meeting & in the absence of
Company Secretary, any
other person authorised by
the Board or Chairman.
The Chairman shall ensure
that the proceedings of the
Meeting are correctly
recorded.
The Chairman has absolute

5. 5
discretion to exclude from
the Minutes, matters which
in his opinion are or could
reasonably be regarded as
defamatory of any person,
irrelevant or immaterial to
the proceedings or which are
detrimental to the interests
of the company.
24. Entry in the
Minutes Book
Minutes shall be entered in the
Minutes Book within 30 days from
the date of conclusion of Meeting
and Date of entry in the Minutes
Book shall be recorded by the
Company Secretary or by any other
person authorised by the
Board/Chairman in his absence.
This is same in the case of
adjourned meeting also.
25. Signing and
Dating of Minutes
Minutes of a General Meeting shall
be signed and dated by the
Chairman of the Meeting or in the
event of death or inability of the
Chairman, by any Director who
was present in the Meeting and
duly authorised by the Board for
the purpose, within thirty days of
the General Meeting.
The Chairman shall initial
each page of the Minutes,
sign the last page and
append to such signature
the date on which and the
place where he has signed
the Minutes.
Blank space in a page
between the conclusion of
the Minutes and signature of
the Chairman shall be scored
out.
26. Inspection of
Minutes
Directors / Members are entitled to
inspect the Minutes of all General
Meetings.
The Auditor viz. Secretarial
Auditor, Statutory Auditor, Cost
Auditor or the Internal Auditor of
the company can inspect the
Minutes as they consider necessary
for the performance of their duties.
Inspection is allowed during
business hours without any
charge i.e. at least 2 hours in
each business day.
Company Secretary is duty
bound to take precautions o
ensure that Minutes are not
mutilated or tempered by
any person inspecting the
Minutes.
27. Extracts of
Minutes
Extract of the Minutes shall be
given only after the Minutes have
been duly signed. However, any
Resolution passed at a Meeting
may be issued even pending
signing of the Minutes, only when
the same is certified by the
Chairman or any Director or the
Company Secretary.
If a member request for issue
of a copy of Minutes, the
company shall furnish the
same within 7 days of
receiving the request subject
to such fees specified in the
Articles.
Members can demand in
Electronic form Minutes of

6. 6
the Previous General Meeting
held during immediately
preceding 3 F.Y on the
payment of certain fees.
28. Preservation of
Minutes and
other records.
Minutes of all Meetings shall be
preserved permanently in physical
or in electronic form with
timestamp.
Office copies of Notices,
scrutiniser’s report, and
other related papers shall be
preserved in good order in
physical or in electronic form
for as long as they remain
current or for 8 F.Y,
whichever is later and may
be destroyed thereafter with
the approval of the Board.
29. Custody of
Minutes
Minutes Book shall be kept in the
custody of Company Secretary.
If there is no Company
Secretary, Minutes shall be
kept in the custody of
Director authorized by the
Board.
30. Report on Annual
General Meeting
Every listed company shall prepare
a report on Annual General
Meeting in form MGT-15, including
a confirmation that the Meeting
was convened, held and conducted
as per the provisions of the Act &it
shall contain fair and correct
summary of the proceeding of the
meeting.
The report shall be signed by the
Chairman of the meeting or in case
of his inability to sign by 2
Directors one of whom shall be the
Managing Director if there is one
and Company Secretary.
*CONTENTS OF REPORT
This report has to be filed
with the Registrar within 30
days of the Conclusion of the
Meeting.
This is the New provision of
Sec-121 of Companies Act-
2013.
31. Disclosure The Annual Return of the company
shall disclose the date of AGM held
during the financial year.
---------------------------------
*Refer Annexure.

7. 7
Annexure.
*Specific Contents of Minutes:
a) The Record of election of the Chairman of the Meeting. (If any)
b) The fact that certain registers, documents, the Auditor’s Report and
Secretarial Audit Report were available for inspection.
c) The Record of presence of Quorum.
d) The number of Members present in person including representatives.
e) The number of proxies and the number of shares represented by them.
f) The presence of the Chairman of the Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee or
their authorised representatives.
g) The presence of the Secretarial Auditor, the Auditors, or their authorised
representatives, the Court/Tribunal appointed observers or scrutinisers
if any.
h) Summary of the opening remarks of the Chairman.
i) Reading of qualifications, observations or comments or other remarks on
the financial transactions or matters which have any adverse effect on
the functioning of the company in the Auditor Report.
j) Reading of qualifications, observations or comments or other remarks as
mentioned in Secretarial Audit Report.
k) Summary of the clarifications provided on various Agenda Items.
l) In respect of each Resolution, the type of the Resolution, the names of
the persons who proposed and seconded and the majority with which
such Resolution was passed.
m) In the case of poll, the names of scrutinisers appointed and the number
of votes cast in favour and against the Resolution and invalid votes.
n) If 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.
o) The time of commencement and conclusion of the Meeting.

8. 8
*Contents of Report on AGM: (MGT-15)
(a) The day, date, time and venue of the Annual General Meeting;
(b) Confirmation with respect to appointment of Chairman of the Meeting;
(c) Number of Members attending the Meeting;
(d) Confirmation of Quorum;
(e) Confirmation with respect to compliance of the Act and Standards with
respect to calling, convening and conducting the Meeting;
(f) Business transacted at the Meeting and result thereof with a brief
summary of the discussions;
(g) Particulars with respect to any adjournment, postponement of Meeting,
change in venue; and
(h) Any other points relevant for inclusion in the report.
Prepared By
Mohd Saqib
Company Secretary
Disclaimer:
The entire contents of this document have been prepared on the basis of relevant
provisions and as per the information existing at the time of the preparation.
Though utmost efforts has made to provide authentic information, it is suggested
that to have better understanding kindly cross check the relevant sections, rules
under the Companies Act, 2013. The observations of the author are personal view
and the authors do not take responsibility of the same and this cannot be quoted
before any authority without the written.