Interactive meeting on Secretarial Standards 1 &2

1. By
1

2. 2

3. 3
COVERAGE:
• Secretarial Standards 1 – Meeting of the Board of Directors
• Secretarial Standards 2 – General Meeting
PURPOSE OF MEETING :
• To solicit suggestions from Industry and fellow professionals.
• To identify the practical difficulties and hitches in the law and provide a rescue
through the Secretarial Standards
SCOPE OF THE STANDARD:
• Applicable to all Meetings of Board of Directors of all Companies including
Private Companies
• Applicable to meetings of Committee(s)
• Not applicable to One person companies

4. 4
RELEVANT LEGAL PROVISIONS:
• Sec 118 of Companies Act 2013 :
As per Sec 118(10)
“Every company shall observe secretarial standards with respect to
general and Board meetings specified by the Institute of Company
Secretaries of India constituted under section 3 of the Company Secretaries
Act, 1980, and approved as such by the Central Government”
•Sec 205 (1) of Companies Act 2013 :
The functions of the company secretary shall include to ensure that the
company complies with the applicable secretarial standards
For the purpose of this section, the expression “secretarial standards”
means secretarial standards issued by the Institute of Company
Secretaries of India constituted under section 3 of the Company
Secretaries Act, 1980 and approved by the Central Government.

5. 5

6. 6
Extract of Section 173-Meetings of the Board
• first meeting of the Board of Directors within thirty days of the date of its
incorporation
• minimum number of four meetings of its Board of Directors every year
• not more than one hundred and twenty days shall intervene between two
consecutive meetings of the Board
• participation of directors in a meeting of the Board may be either in person or
through video conferencing or other audio visual means
• not less than seven days’ notice in writing to every director at his address
registered
• Every officer of the company’s duty it is to give notice
•Exemption to One Person Company, small company and dormant company
with only one meeting

7. 7
Extract of Section 174 – Quorum for
meetings of the Board
• Participation of the directors by video conferencing or by other audio
visual means shall also be counted for the purposes of quorum
•Adjourned to the same day at the same time and place in the next week
or if that day is a national holiday, till the next succeeding day, which is not
a national holiday, at the same time and place.
•Number of interested directors exceeds or is equal to two thirds of the
total strength of the Board of Directors, the number of directors who are not
interested directors and present at the meeting, being not less than two,
shall be the quorum during such time.

8. 8
Extract of Section 175 – Passing of resolution
by circulation.
• Has been approved by a majority of the directors or members,
who are entitled to vote on the resolution
• Not less than one-third of the total number of directors of the
Company may require a meeting.

9. 9
Two types of Board Meetings :
Physical
meeting
Video
Conferencing

10. 10
Act
Rules
Table F (Articles of Association)
Standard

11. 11
Convening a
meeting
Notice
Agenda
Frequency of
meetings
Quorum
Video
Conferencing
Passing of
resolution by
circulation

12. 12
 Act : Silent
 Rules : Silent
 Table F : Article 67.
(i) The Board of Directors may meet for the conduct of business, adjourn and
otherwise regulate its meetings, as it thinks fit.
(ii) A director may, and the manager or secretary on the requisition of a
director shall, at any time, summon a meeting of the Board.

13. 13
 Standard :
1.1.1 Any Director of a company may, at any time, summon a Meeting of the
Board, and the Manager or Secretary on the requisition of a Director, shall convene
a Meeting of the Board, unless the Articles provide otherwise.
1.1.2 The Chairman may, with the consent of the majority of Directors present at a
Meeting at which a Quorum is present, adjourn the Meeting for any reason, at any
stage of the Meeting.

14. 14
Standard : Any Director of a company may, at any time, summon a
Meeting of the Board, and the Manager or Secretary on the requisition of a
Director, shall convene a Meeting of the Board, unless the Articles provide
otherwise

15. 15
Standard : Any Director of a company may, at any time, summon a Meeting of
the Board, and the Manager or Secretary on the requisition of a Director, shall
convene a Meeting of the Board, unless the Articles provide otherwise.

16. 16
However the Company Secretary in the following situations may call for Board
meeting on his own by virtue of his Statutory position :
• If the stipulated period as required under the Section has passed and where the the
Chairman, Managing Director, Board of Director’s have not take the initiative
to convene the meeting.
•Deadlock in the management
•If court is constituted by the Tribunal , High court or any other regulatory
authority
•Power of the Government under oppression or mismanagement
• As per direction of court of law

17. 17
Act :
Adjourned Meeting for want of Quorum not be held on a National Holiday,
 Rules : Silent
 Table F : Silent
 Standard :
•A Meeting may be held at any time and place, on any day
•The place of a Meeting held through Electronic Mode shall be deemed to be
in India.

18. 18
Standard :
A Meeting adjourned for want of Quorum shall not be held on a National
Holiday . However there is no such bar in case of an original Board
meeting

19. 19
The original Board meeting can / cannot be held on a National
Holiday
Or
A Board meeting can be held on a national holiday also
however it is the duty of the Board of Director’s to ensure
compliance of National holidays Act , Shops and
Establishments Act and any other applicable legal provisions

20. 20
Act : Sec 173 (3) A meeting of the Board shall be called by giving not
less than seven days notice in writing to every director at his address
registered with the company and such notice shall be sent by hand delivery
or by post or by electronic means.
 Rules : Silent
 Table F: Silent

21. 21
 Standard :
•Notice in writing of every Meeting shall be given to every Director by
hand or by post or by courier or by facsimile or by e-mail at his
address registered with the company or by any other Electronic
Mode.
•Notice convening a Meeting shall be given at least seven days before the
date of the Meeting unless the Articles prescribe a longer period.
• Listed company, a period of seven days shall exclude the date of Notice and the
Meeting.
•The Notice shall specify the day, date, time and full address of the
venue of the Meeting.

22. 22
Standard : 1.3.4 The Notice of a Meeting shall be given
even when Meetings are held on pre-determined dates or at
pre-determined intervals.

23. 23
Standard : The Notice shall be sent to the postal address in India or e-
mail address or fax number registered by the Director with the
company or in the absence of such details or any change thereto, any of
such addresses or fax number appearing in the Director Identification
Number (DIN) registration of the Director.

24. 24
Act : A meeting of the Board may be called at shorter notice to
transact urgent business subject to the condition that at least one
independent director, if any, shall be present at the meeting:
Provided further that in case of absence of independent directors from
such a meeting of the Board, decisions taken at such a meeting shall be
circulated to all the directors and shall be final only on ratification
thereof by at least one independent director, if any.
Rules : Silent
Table F : Silent

25. 25

26. 26
Standard : To transact urgent business, the Notice, Agenda and Notes on
Agenda may be given at shorter period of time than stated above.
The proposal to hold a Meeting at a shorter notice shall be stated in the Notice.
At least one Independent Director, if any, shall be present at such Meeting.
If no Independent Director is present, decisions taken at such a Meeting shall be
circulated to all the Directors and shall be final only on ratification thereof by at
least one Independent Director, if any.
In case the company does not have an Independent Director, the decisions shall
be final only on ratification thereof by a majority of the Directors of the
company.
However the Board shall be responsible for proving the word
urgency based on its business need or circumstances as may be
prevailing in the Company

27. 27

28. 28
Act : Silent
Rules : Silent
Table F ( Article of Association) :
Silent

29. 29
 Standard :
• The Agenda, setting out the business to be transacted at the Meeting, and
Notes on Agenda shall be given to the directors at least five days before
the date of the Meeting.
• Agenda and Notes on Agenda shall be sent to all Directors by hand or
by post or by courier or by e-mail at their address registered with the
company or by any other Electronic Mode
• Notice, Agenda and Notes on Agenda shall be given to the Original
Director also.

30. 30
 For small companies, unlisted public companies
where there is no public interest directly or indirectly
by virtue of loans from Banks , Financial institutions
or otherwise, circulation of Agenda in advance is at
the option of the Board

31. 31
Act :
Sec 173
Every company shall hold the first meeting of the Board of Directors
within
thirty days of the date of its incorporation and thereafter hold a minimum
number of four meetings of its Board of Directors every year in such a
manner that not more than one hundred and twenty days shall intervene
between two consecutive meetings of the Board
 Rules : Silent
 Table F: Silent

32. 32
Standard : The Board shall hold its first Meeting within thirty days of the
date of its incorporation and thereafter shall hold at least four Meetings in each
calendar year with a maximum interval of one hundred and twenty days
between any two consecutive Meetings.
In the calendar year of incorporation, it shall be sufficient if, after the first
Meeting, one Meeting is held in each quarter, subject to a maximum
interval of one hundred and twenty days between two consecutive
Meetings.

33. 33
Act :
Sec 174
•one third of its total strength or two directors, whichever is higher, and the
participation of the directors by video conferencing or by other audio visual means
• Meeting of the Board could not be held for want of quorum, the meeting shall
automatically stand adjourned to the same day at the same time and place in the next
week . If that day is a national holiday, till the next succeeding day, which is not a
national holiday, at the same time and place.
• If Interested directors exceeds or is equal to two thirds , not interested directors
shall for m the quorum.
 Rules : Silent
 Table F: Silent

34. 34
 Standard :
• Quorum shall be present throughout the Meeting.
• Quorum shall thus be present not only at the time of commencement of the
Meeting but also while transacting business.

35. 35
 Standard :
•Directors participating in a Meeting through Electronic Mode shall be
counted for the purpose of Quorum.
• The Quorum for a Meeting of the Board shall be one-third of the total
strength of the Board, or two Directors, whichever is higher.
• 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,.

36. 36

37. 37
Act :
The participation of directors in a meeting of the Board may be either in person or
through video conferencing or other audio visual means.
Rules :
•The notice of the meeting shall provide all the necessary information to
enable the directors to participate through video conferencing mode or other
audio visual means.
• A director intending to participate through video conferencing or audio
visual means shall communicate his intention to the Chairperson or the
company secretary of the company.

38. 38
• Prior intimation to that effect sufficiently in advance so that company is able
to make suitable arrangements in this behalf.
• At the beginning of the calendar year and such declaration shall be valid for
one calendar year.
•In the absence of any intimation it shall be assumed that the director shall
attend the meeting in person.
•Matters not to be dealt with in a meeting through video conferencing or other
audio visual means:
(i) the approval of the annual financial statements;
(ii) the approval of the Board’s report;
(iii) the approval of the prospectus;
(iv) the Audit Committee Meetings for consideration of accounts; and
(v) the approval of the matter relating to amalgamation, merger, demerger, acquisition
and takeover.

39. 39
Table F : Silent
Standard :
•1.2.2
•A Meeting may be held by Physical or through Electronic Mode.
•Approval of the annual financial statements, Board’s report, prospectus and
matters relating to amalgamation, merger, demerger, acquisition and takeover
shall not be dealt with in a Meeting through Electronic Mode.
•Similarly, Meetings of the Audit Committee for consideration of accounts of
the company shall not be held through Electronic Mode.

40. 40

41. 41
Standard : 1.3.3 In case the facility of participation through Electronic
Mode is being made available, the Notice shall inform the Directors about
the availability of such facility and provide them necessary information to
access such facility.
Where such facility is provided, the Notice shall seek advance confirmation
from the Directors as to whether they will attend the Meeting through
Electronic Mode.
The Notice shall also contain the contact number or e-mail address (es) of
the Chairman or Secretary or any other authorised person, to whom the
Director shall confirm in this regard.
In the absence of an advance communication or confirmation from the
Director as above, it shall be presumed that he will physically attend the
Meeting.

42. 42
Act :
• Resolution has been circulated in draft
•To all the directors, or members of the committee, as the case may be, at their
addresses registered with the company in India
•Hand delivery or by post or by courier, or through such electronic means
• Approved by a majority of the directors or members
•Not less than one-third of the total number of directors of the company require
that any resolution under circulation must be decided at a meeting, the chairperson
shall put the resolution to be decided at a meeting of the Board.
• Shall be noted at a subsequent meeting of the Board or the committee

43. 43
Rules : A resolution in draft form may be circulated to the directors
together with the necessary papers for seeking their approval, by electronic
means which may include E-mail or fax.
 Table F : Silent
Standard :
• Deemed to have been passed on the last date specified.
•Date on which assent from more than two-third of the Directors have
been received
•A maximum of seven days from the date of circulation of the draft of the
resolution may be given to the Directors to respond and the last date shall
be computed accordingly.

44. 44
• Each Resolution shall be separately explained.
•Resolutions passed by circulation are deemed to be passed at a duly
convened Meeting of the Board
• Giving Retrospective effect to a resolution shall be avoided unless
permitted by law.
• Resolutions passed by circulation should be noted at the next
Meeting of the Board

45. 45

46. 46
Case 1.
• 6 Director’s approve
• 3 Director’s do not respond
Case 2
• 6 Director’s approve
• 3 Director’s disapprove
Case 3
• 7 Director’s approve
• 2 Director’s disapprove
Case 4
• 6 Director’s approve
• 3 Director’s require meeting

47. 47
• The resolution shall be deemed to have been passed on the last date specified
for signifying assent or dissent by the Directors or the date on which assent
from more than two-third of the Directors have been received, whichever is
earlier, and shall be effective from that date, if no other effective date is
specified in such Resolution.
• In case the Director doesn’t respond on or before the last date specified for
signifying assent or dissent, it shall be presumed that the Director has
abstained from voting.
• If the approval of the majority of Directors entitled to vote is not received by
the last date specified for receipt of such approval, the resolution shall be
considered as not passed.

48. 48
Act : Sec 2(49) “interested director” means a director who is in any
way, whether by himself or through any of his relatives or firm, body
corporate or other association of individuals in which he or any of his
relatives is a partner, director or a member, interested in a contract or
arrangement, or proposed contract or arrangement, entered into or to
be entered into by or on behalf of a company;
Interested Director : Sec 184 Every director of a company who is in
any way, whether directly or indirectly, concerned or interested in a
contract or arrangement or proposed contract or arrangement entered
into or to be entered into—
(a) with a body corporate in which such director or such director in
association with any other director, holds more than two per cent.
shareholding of that body corporate, or is a promoter, manager,
Chief Executive Officer of that body corporate; or

49. 49
(b) with a firm or other entity in which, such director is a partner,
owner or member, as the case may be, shall disclose the nature of his
concern or interest at the meeting of the Board in which the contract or
arrangement is discussed and shall not participate in such meeting
Disclosure of interest by the Directors : Sec 184
Every director shall at the first meeting of the Board in which he
participates as
a director and thereafter at the first meeting of the Board in every
financial year or whenever there is any change in the disclosures
already made, then at the first Board meeting held after such change,
disclose his concern or interest in any company or companies or
bodies corporate, firms, or other association of individuals which
shall include the shareholding, in such manner as may be prescribed.

50. 50
Rules : 9. Disclosures by a director of his interest -
(1) Every director shall disclose his concern or interest in any company or
companies or bodies corporate (including shareholding interest), firms or
other association of individuals, by giving a notice in writing in Form MBP 1.
(2) It shall be the duty of the director giving notice of interest to cause it to be
disclosed at the meeting held immediately after the date of the notice.
(3) All notices shall be kept at the registered office and such notices shall be
preserved for a period of eight years from the end of the financial year to
which it relates and shall be kept in the custody of the company secretary of
the company or any other person authorised by the Board for the purpose.
Table F : Silent

51. 51

52. 52
Standard :
As per Secretarial Standard 1 :
“Interested Director” means a Director who is in any way, whether by
himself or through any of his relatives or firm, body corporate or other
association of individuals in which he or any of his relatives is a partner,
director or a member, interested in a contract or arrangement, or proposed
contract or arrangement, entered into or to be entered into by or on behalf of
a company.
As per Secretarial Standard 2 :
In case any item of Special Business to be transacted at a Meeting of the
company relates to or affects any other company, the extent of shareholding
interest in that other company of every Promoter, Director, Manager, and of
every other Key Managerial Personnel of the first mentioned company shall,
if the extent of such shareholding is not less than two percent of the paid-
up share capital of that company, also be stated in the explanatory
statement.

53. 53

54. 54

55. 55
Act
Rules
Table F
Standard

56. 56
Convening a meeting
Frequency of meeting
Quorum
Voting
Conduct of Poll
Notice
Director’s presence
Chairman
Proxy
Annual General meeting report

57. 57
Act: Silent
Rules : Silent
Table F : Silent

58. 58
Standard :
The Board of its own accord or on the requisition of Members who, as on the
date of the receipt of the requisition, hold not less than one-tenth of the
paid-up share capital carrying voting rights or voting power of the
company, should, convene or authorize convening of an Extra-ordinary
General Meeting of the company.
If, on a requisition having been made in this behalf, the Board, within
twenty-one days from the date of receipt of a valid requisition, fails to
convene a Meeting on any day within forty-five days from the date of
receipt of such requisition, the requisitionists may themselves call the
Meeting within 3 months from the date of requisition, in the manner
prescribed under the Act.
If the requisition pertains to an item which is required to be passed by means
of a postal ballot under the Act or any other law, the Board should proceed to
conduct the voting by postal ballot, within forty-five days from the date of
receipt of such requisition.

59. 59
Standard : A General Meeting shall be convened on the authority of the
Board.
The Board of its own accord or on the requisition of Members who, as on the
date of the receipt of the requisition, hold not less than one-tenth of the paid-up
share capital carrying voting rights or voting power of the company, shall, convene
or authorize convening of an Extra-ordinary General Meeting of the company.

60. 60
Act :
• To every member of the company,
• legal representative of any deceased member
• or the assignee of an insolvent member
• the auditor or auditors of the company
• every director of the company
Rules : Silent

61. 61
Standard :
• Notice in writing of every Meeting shall be given to every Member of the
company
• Such Notice shall also be given to the Directors and Auditors of the
company, to the Secretarial Auditor, to Debenture Trustees.
• In case of joint shareholders the Notice shall be given to the person whose
name appears first in the Register of Members or in the records of the
depository
• Where the company has received intimation of death of a Member, the
Notice of Meeting shall be sent as under:
a) where securities are held singly, to the Nominee of the single holder;
b) where securities are held by more than one person jointly and any joint
holder dies, to the surviving first joint holder;
c) where securities are held by more than one person jointly and all the joint
holders die, to the Nominee appointed by all the joint holders ;

62. 62
Standard : 1.2.3 In case of public companies, the Notice along with the site
map of the venue of the Meeting shall be hosted on the website, if any, of the
company.
In case of listed companies, an abridged version of the Notice, listing the
items of business and the day, date, time and full address of the venue of the
Meeting along with the link of the website address where the Notice is hosted,
may be published in English in a leading national newspaper

63. 63

64. 64
Standard :1.2.2 Notice shall be sent by hand or by post or by
courier or by facsimile or by e-mail or by any other electronic mode.
In case the Notice and accompanying documents are given by electronic
mode, these shall be sent to the Members’ e-mail addresses, registered with
the company or provided by the depository, in the manner prescribed
under the Act.
In case of the Directors, Auditors, Secretarial Auditors and others, if any, the
Notice and accompanying documents shall be sent at the e-mail addresses
provided by them to the company, if being sent by electronic mode.
1.2.3 In case of public companies, the Notice alongwith the site map of the
venue of the Meeting shall be hosted on the website, if any, of the company.
In case of listed companies, an abridged version of the Notice, listing the
items of business and the day, date, time and full address of the venue of
the Meeting along with the link of the website address where the Notice is
hosted, may be published in English in a leading national newspaper.

65. 65
Act :
Every company other than a One Person Company shall hold
First AGM – within 9 months of end of financial year
Other AGM’S – 6 months from the end of financial year
Gap between two AGM’s – not more than 15 months
• AGM cannot be held on:
 National Holidays
 Outside business hours (9 a.m. to 6 p.m.)
“National Holiday” means and includes a day declared as National
Holiday by the Central Government

66. 66
Rules : Silent
 Table F : Silent
Standard :
•Every company in each year shall hold a General Meeting called the Annual
General Meeting.
• First Annual General Meeting within nine months
• 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
Annual General Meetings
• Items of business of an urgent nature which need to be transacted before the
next Annual General Meeting may be considered at an Extra-Ordinary
General Meeting or by means of a postal ballot.

67. 67
Act , Rules, Table F: Silent
Standard : Withdrawal of Resolutions
Resolutions for items of business which are likely to affect the market price
of the securities of the company shall not be withdrawn.

68. 68
Standard : 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 shall be duly proposed, seconded and put to vote.
No amendment to any proposed Resolution shall be made if it in any way alters
the substance of the Resolution as set out in the Notice. Grammatical, clerical
and factual errors, if any, may be corrected or converted 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.

69. 69
Show of Hands
Postal Ballot
Poll

70. 70
Act : Silent
Rules : Silent
Table F : Subject to any rights or restrictions for the time
being attached to any class or classes of shares,—
On a show of hands, every member present in person shall have one
vote;

71. 71
 Standard : Every Resolution should, in the first
instance, be put to vote on a show of hands.
• Resolutions requiring voting by poll should not be put to vote by
show of hands.
•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.
•A Proxy cannot vote on a show of hands

72. 72
Act :
Section 110:
•Central Government may, by notification, declare to be transacted only
by means of postal ballot
• other than ordinary business
•requisite majority of the shareholders shall be deemed to have been duly
convened

73. 73
Rules :
Notice to shareholders
by hand, or by post, or
 by facsimile, or by e-mail or
by any other electronic mode.
 Paper Advertisement
 Appointment of Scrutinizer
Custody of Scrutinizer
Table F : Silent

74. 74
Standard:
Authority:
Board of Director
any other authority which is empowered by virtue of law
NOTICE:
all members
Directors
Statutory Auditors
Secretarial Auditors
Financial Institutions
•forms shall have a unique identification number
•A single postal ballot form may provide for multiple items of
business to be transacted
• Rejection
•Items transacted by Postal ballot
•Results

75. 75
Standard :
10.4 The Chairman shall appoint such number of scrutinisers, as he deems
necessary, who may include a Practising Company Secretary, Practising
Chartered Accountant, Practising Cost Accountant, or an Advocate or any other
person of repute, to ensure that the scrutiny of the votes cast on a poll is done in
a fair and transparent manner.

76. 76
Act :
Section 105:
•Appointment of proxy
•No right to speak
• Members not exceeding fifty
• deposited 48 hours before Meeting
The instrument appointing a proxy shall—
(a) be in writing; and
(b) be signed by the appointer or his attorney
•Any member of a company entitled to attend and vote at a meeting of the
company shall be entitled to appoint another person as a proxy to attend
and vote at the meeting on his behalf

77. 77
Rules :
Member of a company registered under section 8 shall not be entitled to appoint
any other person as his proxy unless such other person is also a member of
such company.
•Provided that a member holding more than ten percent, of the total share
capital of the Company carrying voting rights may appoint a single person as
proxy and such person shall not act as proxy for any other person or
shareholder.
• The appointment of proxy shall be in the Form No. MGT.11.
Table F: The instrument appointing a proxy and the power-of-attorney or
other authority, if any, under which it is signed or a notarised copy of that
power or authority, shall be deposited at the registered office of the company
not less than 48 hours before the time for holding the meeting or adjourned
meeting at which the person named in the instrument proposes to vote.
An instrument appointing a proxy shall be in the form as prescribed in the
rules made under section 105.

78. 78
 Standard :
company should consider only the first fifty proxies in date as valid, In
case of 50 members to 1 proxy
Stamping of Proxies
Execution of Proxies
Proxies in Blank and Incomplete Proxies
Deposit of Proxies
Revocation of Proxies
Inspection of Proxies
Record of Proxies

79. 79
Standard : If a Proxy is appointed for more than fifty Members, he
shall choose any fifty Members and confirm the same to the company
before the commencement of specified period for inspection. In case, the
Proxy fails to do so, the company shall consider only the first fifty proxies
received in date as valid.

80. 80
Act :
Section 108
The Central Government may prescribe the class or classes of companies and
manner in which a member may exercise his right to vote by the electronic
means
Rules : Every listed company or company having not less than 1000
shareholders,
• Procedure for e- Voting
• open for not less than 1 day and not more than 3 days
•shareholders holding shares either in physical form or in dematerialized form,
may cast their vote electronically:
•Appointment of Scrutinizer
Table F: Silent

81. 81
Standard : 17. Conduct of E-voting
17.1 E-voting should be conducted by the company in the manner
prescribed under the Act.
Every company that opts to provide E-voting facility should also
comply with Act and rules in this regard.
17.2 E-voting facility, if provided, should be offered to all Members,
irrespective of whether they hold shares in physical form or in
dematerialised form.
17.6 The Board should appoint one scrutiniser, who may be a
Practising Company Secretary, Practising Chartered Accountant,
Practising Cost Accountant, or an advocate and any other person of
repute who can scrutinize the e-voting process in a fair and
transparent manner.

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He should however not be an officer or employee of the company.
17.7 The Board should authorise the Chairperson to receive the
scrutiniser’s report on E-voting with requisite details.
The scrutiniser is required to submit his report within a period of
not exceeding three working days from the date of conclusion of the
e-voting.
17.8 Based on the scrutiniser’s report on E-voting and/or Postal
Ballot and voting at the Meeting, as the case may be, the
Chairperson or any other person authorised by the Chairperson in
writing for this purpose, should announce the final result as to
whether the Resolution has been carried or not, at the Meeting.

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Standard :
6.3.1 Every company, which has provided e-voting facility to its Members as above, shall
also put every resolution to vote at the Meeting through physical ballot.
In case any Member, who has voted by electronic mode, votes again at the Meeting, his
vote at the Meeting shall be treated as invalid.

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Act : Sec 103
If the quorum is not present within half-an-hour from the time appointed for
holding a meeting of the company—
the meeting shall stand adjourned to the same day in the next week at the same
time and place, or to such other date and such other time and place as the Board
may determine;
In case of an adjourned meeting or of a change of day, time or place of meeting
under clause above the company shall give not less than three days notice to
the members
If at the adjourned meeting also, a quorum is not present within half-an-
hour from the time appointed for holding meeting, the members present shall
be the quorum.

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Rules : Silent
Table F :
(i) The Chairperson may, with the consent of any meeting at which a quorum
is present, and shall, if so directed by the meeting, adjourn the meeting from
time to time and from place to place.
(ii) No business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment took place.
(iii) When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting.
(iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be
necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting.

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Standard :
A duly convened Meeting shall not be adjourned arbitrarily by the Chairman.
The Chairman may adjourn a Meeting with the consent of the Members, at
which a Quorum is present, and shall adjourn a Meeting if so directed by the
Members.
Meetings may be adjourned for want of requisite Quorum
If a Meeting is adjourned sine-die or for a period of thirty days or more, a
Notice of the adjourned Meeting shall be given in accordance with the provisions
contained hereinabove relating to Notice.
If a Meeting is adjourned for a period of less than thirty days, the company shall
give not less than three days’ notice specifying the day, date, time and venue of
the Meeting, to the members either individually or by publishing an advertisement
in a vernacular newspaper
The adjourned Meeting shall be held on the same day, in the next week at the same
time and place or on such other day, not being a National Holiday

87. 87

88. 88
Standard :
1.2.11 A Meeting convened upon due Notice shall 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 reconvene the Meeting after giving not
less than three days intimation to the Members.
The intimation shall be either sent individually in the manner stated in this
Standard or published in a vernacular newspaper in the principal vernacular
language of the district in which the registered office of the company is situated,
and in an English newspaper in English language, both having a wide
circulation in that district.

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Act : Sec 121 (1) Every listed public company shall prepare in
the prescribed manner a report on each annual general meeting including
the confirmation to the effect that the meeting was convened, held and
conducted as per the provisions of this Act and the rules made there under.
(2) The company shall file with the Registrar a copy of the report
referred to in subsection (1) within thirty days of the conclusion of the
annual general meeting with such fees as may be prescribed, or with such
additional fees as may be prescribed
Rules : Silent
Table F : Silent

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Standard :
19. Report of the Annual General Meeting
Every listed company shall prepare a report of the Annual General
Meeting in the prescribed form, including a confirmation that the Meeting was
convened, held and conducted as per the provisions of the Act.
Such report which shall be a fair and correct summary of the proceedings of
the Meeting shall contain:
i) the day, date, time and venue of the Annual General Meeting;
ii) confirmation with respect to appointment of Chairman of the Meeting;
iii) number of members attending the meeting;
iv) confirmation of quorum;
v) confirmation with respect to compliance of the Act and Standards with
respect to calling, convening and conducting the Meeting;

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vi) business transacted at the Meeting and result thereof;
vii) particulars with respect to any adjournment, postponement of
Meeting, change in venue; and
viii) any other points relevant for inclusion in the report.

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93. 93
Act : Silent
Rules : Silent
Table F : Silent
Standard : It shall be signed and dated by the Chairman of the
Meeting or in case of his inability to sign, by any two directors of the
company, one of whom shall be the Managing Director, if there is one and
Secretary of the company.
Such report shall be filed with the Registrar of Companies within thirty days of
the conclusion of the Annual General Meeting.

94. 94

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96. 96

97. 97
SS-1 or SS-2
may be
selected for
giving
suggestions

98. 98

99. 99
Clause no of the Standard
on which suggestion is to
be given must be
selected

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Any one of the criteria
may be selected
based on the
suggestion type
Please fill in your
suggestion

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Justification if any
for the suggestion
should be selected

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