MOCK GENERAL MEETINGS - (SS 2). presentation

general meeting -
secretarial standards
. 3

4
040-66623101 arscsllp@gmail.com
PART – 1 - BASIC
INTRODUCTION OF
SECRETARIAL
STANDARDS
(SS)

Whether SECRETARIAL STANDARDS are
5
MANDATORY
(or)
OPTIONAL?

Section 118(10)
•of the Companies Act, 2013
mandates companies to
observe Secretarial Standards
with respect to General and
Board Meetings specified
as such by the Institute of
Company Secretaries of India.
Section 205
• Functions of Company
Secretary
Rule 31 of
Companies
(Management &
Administration)
Rules, 2014
6
The Ministry of Corporate Affairs has accorded its approval to the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2) specified by the Institute of Company Secretaries
of India (ICSI).
SECRETARIAL STANDARDS

7
 Section 96 of Act
 Rules under
Companies Act, 2013
Secretarial Standard
– 2
SECRETARIAL STANDARD-2

Act
Rules
Table F (Articles of Association)
Secretarial Standards
8

Notified on 23rd
April , 2015
Applicable
from 1st July,
2015
9

Applicable to
Meetings of Board
of Directors
Meeting of
Committees of Board
General Meetings
Not
Applicable to
One Person Company
SEC 8 Companies
Such Other Class or Classes of
Companies as exempted by the
Central Government through
Notification.
10

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NEW AMENDMENT WITH EFFECT FROM 01-04-2024:
NON APPLICABILITY OF SS 2 PROVIDED WITH A RULE:
The exemption to a company registered under Section 8 of the Companies
Act, 2013 as referred above and the specific exemptions given to a private
company and Government company in this Standard shall be available only
if it has not committed any default in filing its Financial Statements or
Annual Return with the Registrar of Companies.

• S
STATUTORY RECOGNITION FOR
12

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RECOGNITION THROUGH ACTS
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cs.ahaladarao@gmail.com 14
Synopsis

Act
Rules
Table F (Articles of Association)
Secretarial Standards
15

Secretarial
Standards
SS - 1
Meetings of
Board of
Directors
SS - 2
General
Meetings
16

1 Secretarial
Standard provides
the facility of
sending the notice of
General Meeting
through hand
delivery or ordinary
post for the
companies.
New Insertions/Critical
Points to Be Noted:
2 Mandatory
hosting of notice
in the Website of
the Company, if
any available
Effective Date:
1st July, 2015.
3 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.
Applicability:
All types of General Meetings
(Members or Debenture-Holders or
Creditors or Meetings called by CLB,
NCLT or prescribed authority) of all
Companies
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1. Convening
of Meeting
1.1 Authority 1.2 Notice
18

2. Frequency
of Meeting
2.1 Annual
General Meeting
2.2 Extra
Ordinary General
Meeting
19

4. Directors and Auditors Presence
4.1 Directors
4.2 Auditors
4.3 Secretarial Auditor
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6.1 Right to Appoint
6.2 Proxy Form
6.3 Stamping and Record of Proxies
6.4 Execution of Proxies
6.5 Proxies in Blank and Incomplete
Proxies
6.6 Deposit of Proxies
6.7Revocation of Proxies
6.8 Inspection of Proxies
6.Proxy
21

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New Amendment with effect from 01-04-2024
“Ordinary Business” means business to be transacted at an Annual General
Meeting relating to
(i) the consideration of financial statements, consolidated financial statements, if
any, and the reports of the Board of Directors and Auditors;
(ii) the declaration of any dividend;
(iii) the appointment of Directors in the place of those retiring;
(iv) the appointment or ratification thereof and fixing of remuneration of the
Auditors

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 NEW AMENDMENT WITH EFFECT FROM 01-04-2024
 Member who is a related party is not entitled to vote on a Resolution relating
to approval of any contract or arrangement in which such Member is a
related party, except in case of a company in which ninety percent or more
Members, in number, are relatives of promoters or are related parties.
 Further in case of wholly owned subsidiary, the resolution passed by the
holding company shall be sufficient for the purpose of entering into the
transactions between wholly owned subsidiary and holding company.
 In case of a private company, a member who is a related party is entitled to
vote on such Resolution.

Convening
a meeting
Notice
Chairman
Frequency
of meetings
Quorum
Proxy
E- Voting
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OVER ALL COVERAGE ON SECRETARIAL
STANDARD-2

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Convening of Meeting
1.WHO CAN CALL FOR
ANNUAL GENERAL MEETING?

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OPTIONS:
1.Director
2. By Requisition of Member
3. Both 1 and 2
4. 1 or 2

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Transactions of Meeting
Serving of
Notice
Serving of
Agenda
Conducting
Meeting
Recording
Minutes

33
ACT:
•Silent
RULES:
•Silent
SECRETARIAL STANDARD:
The Board of its own accord or on the requisition of Members
conduct EGM
 requisition one-tenth of the paid-up share capital carrying
voting rights
 Meeting within twenty-one days from the date of receipt of a valid
requisition

THE BOARD
EVERY YEAR
To transact
items of
Ordinary
Business
As well as
Special
Business
On Failure to
call, Member
may approach
Authority
Authority of Conducting AGM
040-66623101 arscsllp@gmail.com 34

THE BOARD
On receipt of a valid
requisition of
Member
Shall call an Extra
Ordinary General
Meeting within 21
days
Requisitionist’s may
call within 3 months
On failure to Call
within 45 days
Members having
share capital not
less than 1/10th
paid up share
capital
Where no share
capital, Not less
than 1/10th of
voting power
Requisition of Conducting EGM
040-66623101 arscsllp@gmail.com 35

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1.WHO CAN CALL FOR ANNUAL GENERAL MEETING?
OPTIONS:
1.Director
2. By Requisition of Member
3. Both 1 and 2
4. 1 or 2
A. (3) Both 1 and 2

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Notice of Meeting
2.WHEN NOTICE OF
GENERAL MEETING CAN BE
SERVED TO MEMBERS?

38
OPTIONS:
1. Within 21 Days
2. Within 23 Days
3. Clear 21 days
4. Within 7 days
Notice of Meeting

39
Notice of Meeting
ACT: Section 101
•Mode of Notice:
Either in writing or electronic mode
• Shorter Notice:
Consent of not less than 95% of members entitled to vote at the
meeting required
New Amendment with effect from 01-4-2024
However, the Financial Statements and other documents required to be annexed
thereto may be given at a shorter period of time if the requisite consent of
Members in writing, by physical or electronic means, is accorded thereto:

40
Notice of Meeting
a) if the company has a share capital, consent by the majority in number of
members entitled to vote and represent not less than ninety-five per cent of such
part of the paid-up share capital of the company as gives a right to vote at the
Meeting;
(b) if the company has no share capital, consent by the Members having not less
than ninety-five per cent of the total voting power exercisable at such Meeting.
(ii) In case of any other General Meeting-
(a) if the company has a share capital, consent by the majority in number of
members entitled to vote and represent not less than ninety-five per cent of such
part of the paid-up share capital of the company as gives a right to vote at the
Meeting;
(b) if the company has no share capital, consent by the Members having not less
than ninety-five per cent of the total voting power exercisable at such Meeting.

41
•Where any Member of a company is entitled to vote only on some resolution or
resolutions to be moved at a Meeting and not on the other, then vote of the
Member with respect to shorter notice shall only be counted for the purpose of
the resolution on which the Member can vote.
• Venue:
 Registered Office or within the city, town or village in which
registered of the Company is situated
 Central Government may exempt any Company from the
above provision subject to conditions.
Notice of Meeting

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Notice of Meeting
NEW AMENDMENT with effect from 1-4-2024.
Annual General Meetings shall be held either at the registered office of the
company or at some other place within the city, town or village in which the
registered office of the company is situated.,
However, Annual General Meetings of an unlisted company may be held at any
place in India, if prior consent is given by all the members either in writing or by
Electronic Mode. Such consent shall be received before the Meeting.
whereas other Extra-Ordinary General Meetings may be held at any place within
India.
In case of a wholly owned subsidiary of a company incorporated outside India,
Extra-Ordinary General Meetings may be held outside India.

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Notice of Meeting
The notice of every meeting of the company shall be
given to
 every member of the company,
 legal representative of any deceased member
 assignee of an insolvent member;
 the auditor or auditors of the company; and
 every director of the company
 Clear twenty-one days’ notice
specify the place, date, day and the time

44
Notice of Meeting
RULE:
by hand, or by post, or
 by facsimile, or by e-mail or
by any other electronic mode.

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Notice of Meeting
The notice of every meeting of the company shall be given to
Secretarial Auditor
Debenture Trustees
joint-shareholders - whose name appears first in the
Register of Members
Electronic Mode, Notice should be hosted on the website
 listed companies published In English in a leading
national newspaper
 facility of voting by Electronic Mode
mode of declaration
 attendance slip and a Proxy form

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Notice of Meeting
2. WHEN NOTICE OF GENERAL MEETING CAN BE SERVED TO
MEMBERS?
OPTIONS:
1.Within 21 Days
2. Within 23 Days
3. Clear 21 days
4. Within 7 days
A. (3) Clear 21 Days

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Frequency of Meeting
3.WHEN THE FIRST GENERAL
MEETING IS TO BE
CONDUCTED?

48
OPTIONS:
1. Within the calendar year of incorporation
2. Within the financial year of incorporation
3.Not being necessary in the year of
incorporation
4. None of this above

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ACT: Section 96
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

50
RULES: Silent
 If a company holds its first Annual General
Meeting, as aforesaid, it shall not be necessary for the
company to hold any Annual General Meeting in the
year of its incorporation.

51
OPTIONS:
1. Within the calendar year of incorporation
2. Within the financial year of incorporation
3.Not being necessary in the year of incorporation
4. None of this above
ANS ։(3) Not being necessary in the
year of incorporation

52
E-Voting of Meeting
4.A company whose equity
shares are listed on SME
exchange, should provide E-
Voting facility to its members

53
E-Voting of Meeting
State whether the statement is true or false?
OPTIONS:
1. True
2. False
CS Dr AHALADA RAO VUMMENTHALA

54
E-Voting of Meeting
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.
RULE:
•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

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E-Voting of Meeting
•Any other company other than the companies cited above may opt to provide a facility
in which a member may exercise his right to vote by electronics means
•comply with Rule 20 of the Companies (Management and Administration) Rules, 2014
and these standards.
•may be provided by the Company by itself or by appointing a qualified agency on its
behalf for that purpose
•completed three working days prior to the date of the general meeting excluding the
date of general meeting
•All decisions at the general meeting, unless poll is demanded, shall be decided only
through electronic voting method.
•adjourned meeting need not carry the e-voting facility details

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E-Voting of Meeting
Every company having its equity shares listed on a
recognized stock exchange other than companies whose
equity shares are listed on SME Exchange or on the
Institutional Trading Platform and other companies as
prescribed shall provide e-voting facility to their Members
to exercise their Voting

57
E-Voting of Meeting
Answer: 2 (false)
4. A company whose equity shares are listed on
SME exchange, should provide E- Voting facility
to its members.
State whether the statement is true or false?
OPTIONS:
1. True
2. False

58
Postal Ballot
5.CAN RESOLUTIONS
RELATED TO ORDINARY
BUSINESS BE PASSED
THROUGH POSTAL BALLOT?

59
Postal Ballot
OPTIONS:
1. YES (with reason)
2. NO (with reason)

60
Postal Ballot
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

61
Postal Ballot
RULE: VII (22)
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
 One Person Company and other companies having members upto two
hundred are not required to transact any business through postal ballot.
However, such item of business may be transacted at a General Meeting by a
company which is required to provide e-voting facility to its Members ***
NEW AMENDMENT WITH EFFECT FROM 01-04-2024

62
Postal Ballot
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

63
Postal Ballot
16.1
Ordinary Business shall not be transacted by
means of a postal ballot.

64
NEW AMENDMENT WITH EFFECT FROM 01-04-2024:
Resolution passed by postal ballot shall not be rescinded
otherwise than by a Resolution passed subsequently
through postal ballot or passed at a General Meeting by a
company which is required to provide e-voting facility to
its Members.

65
Postal Ballot
OPTIONS:
1.YES (with reason)
2. NO (with reason)
5. CAN RESOLUTIONS RELATED TO ORDINARY BUSINESS BE
PASSED THROUGH POSTAL BALLOT?
A. (2) NO

66
Quorum of Meeting
6.WHAT IS THE NO. OF
MEMBERS PERSONALLY
PRESENT IN GENERAL
MEETING, IN CASE OF
PRIVATE COMPANY?

67
Quorum of Meeting
OPTIONS:
1. 5
2. 2
3. 7
4. 15

68
Quorum of Meeting
ACT: Section 103
Unless the Articles provide for a larger Quorum
In case of Public Company
• 5 members where no. members is < 1000
• 15 members where no. of members is 1000 to 5000
• 30 members where no. of members is > 5000
(old act- 5 members personally present)
In case of Private Company
• 2 members personally present

69
Quorum of Meeting
RULES:
 Silent
 present throughout the Meeting
 higher than two or five or fifteen or thirty, confirmation to
such higher requirement.
 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
One person can be an authorized representative of more than
one body corporate

Quorum
Public
Company
Members not
more than
1000
5 Members
personally
present
Members more
than 1000 but
up to 5000
15 Members
personally
present
Members
exceeding 5000
30 Members
personally
present
Private
Company
2 Members
personally
present.
70

71
Quorum of Meeting
6. WHAT IS NO. OF MEMBERS PERSONALLY PRESENT IN
GENERAL MEETING, IN CASE OF PRIVATE COMPANY?
OPTIONS:
1. 5
2. 2
3. 7
4. 15
A. (2) 2

72
Minutes of Meeting
7.MINUTES SHALL BE ENTERED
IN THE MINUTES BOOK WITHIN
HOW MANY FROM THE DATE OF
CONCLUSION OF THE MEETING?

73
OPTIONS:
1.Within 15 Days
2. With in 30 days
3. Within 45 days
4. With in 10 days
Minutes of Meeting

74
Minutes of Meeting
ACT: Section 118
 fair and correct summary
 Minutes Shall contain
 Names of Directors
 act as evidence
RULES:
• Minutes shall be entered in Minutes Book and Signed
by Chairman
• The minutes shall disclose the particulars of the
directors who attended the meeting through video
conferencing or other audio visual means.
• Draft Minutes circulation within 15days

75
Minutes of Meeting
maintained in electronic form
Pages Consecutively numbered
 not be pasted or attached or tampered
contain a fair and correct summary
 Finalisation Within fifteen days from the date of the conclusion of
the Meeting
 Entry in Minutes Book within thirty days from the date of
conclusion of the Meeting.
 Inspection provided in electronic form
preserved permanently in physical or electronic form.
custody of the Secretary of the company or any Director
Responsibility
 The Managing Director or
 Secretary or a
 other Director or

76
Minutes of Meeting
OPTIONS:
1.Within 15 Days
2. With in 30 days
3. Within 45 days
4. With in 10 days
A. (2) Within 30 days
7.MINUTES SHALL BE ENTERED IN THE MINUTES BOOK WITHIN
HOW MANY FROM THE DATE OF CONCLUSION OF THE MEETING?

77
Chairperson of Meeting
8.WHO CAN BE
CHAIRPERSON OF MEETING?

78
OPTIONS:
1. Chairperson of Board
2. Any member
3. Chairperson appointed by Board
4. Any of the above

79
ACT: Section 104
• elect one of themselves to be the Chairman or
• Show of hands
• Elected on Poll
•RULES:
 Silent

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 not present within fifteen minutes, elect one of
themselves to be the Chairman of the meeting
 ensure that the Meeting is duly constituted in
accordance with the Act and the Articles
 explain the objective and implications of the Resolutions
 fair opportunity to Members
 should not propose any Resolution in which he is deemed
to be concerned or interested nor should he participate in
the discussion

81
If no Director is present within fifteen Minutes after the
time appointed for holding the Meeting, or if no Director is
willing to take the chair, the Members present shall elect,
on a show of hands, one of themselves to be the Chairman
of the Meeting, unless otherwise provided in the Articles.

82
8. WHO CAN BE CHAIRPERSON OF MEETING?
OPTIONS:
1. Chairperson of Board
2. Any member
3. Chairperson appointed by Board
4. Any of the above
A. (4) Any of the above

83
Voting of Meeting
9.Which of the following
resolutions can not be
withdrawn?

84
Voting of Meeting
OPTIONS:
1. Resolutions for items of business which are
likely to affect the market price of the
securities
2.Any resolution proposed for consideration
through e-voting
3.Both 1 and 2
4. None of the above

85
Voting of Meeting
ACT: Silent
RULES: Silent
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.
Voting Rights of Equity Shareholders
 Voting rights of Preference Shareholders
Casting Vote

86
Voting of Meeting
6.Voting
6.1 Proposing a Resolution
6.1.1 In case of a company with more than fifty
Members, 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

87
Voting of Meeting
10. Prohibition on 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. However, any resolution
proposed for consideration through e-voting shall not be
withdrawn.

88
Voting of Meeting
9.Which of the following resolutions can not
be withdrawn?
1. Resolutions for items of business which are likely to affect the
market price of the securities
2.Any resolution proposed for consideration through e-voting
3.Both 1 and 2
4. None of the above
Answer: 3( Both 1 and 2)

89
Proxies of Meeting
10.A PERSON CAN BECOME
PROXY FOR HOW MANY
MEMBERS?

90
Proxies of Meeting
OPTIONS:
1.20
2. 30
3. 50
4. 10

91
Proxies of Meeting
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

92
Proxies of Meeting
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.

93
Proxies of Meeting
 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

94
Proxies of Meeting
A Proxy can act on behalf of Members not
exceeding fifty and holding in the aggregate
not more than ten percent of the total share
capital of the company carrying Voting Rights.

95
Proxies of Meeting
10. A PERSON CAN BECOME PROXY FOR HOW MANY MEMBERS?
OPTIONS:
1.20
2. 30
3. 50
4. 10
A. (3) 50

11) Can a general meeting resolution be withdrawn?
11) ABC LTD DISTRIBUTED AMAZON GIFT
COUPONS TO ITS MEMBERS IN ITS AGM. CAN THE
COMPANY DO SO?
OPTIONS:
A. YES
B. NO
DISTRIBUTION OF GIFTS IN MEETING

97
14. DISTRIBUTION OF GIFTS:
No gifts, gift coupons, or cash in lieu of gifts
shall be distributed to Members at or in
connection with the Meeting

98
11) Can a general meeting resolution be withdrawn?
98
11) ABC LTD DISTRIBUTED AMAZON GIFT
COUPONS TO ITS MEMBERS IN ITS AGM. CAN THE
COMPANY DO SO?
OPTIONS:
A. YES
B. NO
Ans: B (No)

99
12) Chairman shall have casting vote in the following
circumstances at AGM?
(A) Only when articles provide
(B) When articles are silent
(C) Only when chairman is member of the company.
Options: (1) A & B
(2) B & C
99
CASTING VOTE

100
• 7.6 Unless otherwise provided in the
Articles, in the event of equality of
votes, whether on show of hands or
electronically or on a poll, the
Chairman of the Meeting shall have a
second or casting vote.
CASTING VOTE

101
ANSWER: 1 ( A & B)
12) Chairman shall have casting vote in the following
circumstances at AGM?
(A) Only when articles provide
(B) When articles are silent
(C) Only when chairman is member of the company.
Options: (1) A & B
(2) B & C
CASTING VOTE

102
13) A General Meeting shall be convened by or on the?
(1) Authority of the board
(2) Any member of the company
(3) Both
(4) None of these
102

103
1.1 Authority:
A General Meeting shall be convened by or on the
authority of the Board.
103
Proxies of Meeting

104
Proxies of Meeting
13) A General Meeting shall be convened by or on the?
(1) Authority of the board
(2) Any member of the company
(3) Both
(4) None of these
Ans ։ (1) Authority of the board
Ans: (1) Ans: (1) Authority of the board

105
Ans: (1) May 2015
14) If a company is incorporated in the month of august
2014, when its AGM should be held ?
(1) May 2015
(2) September 2015
(3) By December 2014
(4) September 2014
105
Ans: (1) May 2015
Ans: (1) May 2015

2.1 A company shall holds its first Annual General Meeting,
within nine months from the date of closing of the first
financial year of the company and thereafter in each
Calendar Year within six months of the close of the
financial year, it shall not be necessary for the company to
hold any Annual General Meeting in the Calendar Year of
its incorporation.
106

107
Ans: (1) May 2015
14) If a company is incorporated in the month of august
2014, when its AGM should be held ?
(1) May 2015
(2) September 2015
(3) By December 2014
(4) September 2014
ANS ։ (1) MAY 2015
107
Ans: (1) May 2015
Ans: (1) May 2015

108
15) AGM cannot be held on?
(1) National Holidays & Outside business hours (9
a.m. to 6 p.m.)
(2) National Holidays
(3) Outside business hours (9 a.m. to 6 p.m.)
(4) All of the above
108

109
1.2.4 Annual General Meetings 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.
109

110
15) AGM cannot be held on?
(1) National Holidays & Outside business hours (9 a.m. to 6 p.m.)
(2)National Holidays
(3) Outside business hours (9 a.m. to 6 p.m.)
4) All of the above
Ans: (4) All of the above
ANS ։(4) ALL OF THE ABOVE

111
16) what is the course of action with regard to
notice in case of the death of the member ?
(1) Where securities are held singly, notice to be
sent to the Nominee of the single holder.
(2) Where securities are held by more than 1
person jointly and any joint holder dies, notice to
be sent to the surviving first joint holder
(3) Only 1
(4) Both 1 & 2
111

112
1.2.1: 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
112

113
16) what is the course of action with regard to notice in case of the death of
the member ?
(1) Where securities are held singly, notice to be sent to the
Nominee of the single holder.
(2) Where securities are held by more than 1 person jointly and any
joint holder dies, notice to be sent to the surviving first joint holder
(3) Only 1
(4) Both 1 & 2
ANS։(4) Both 1& 2

114
17) presence of Secretarial Auditor of the
company in AGM?
1) Must.
(2) Only When the Chairman invite.
(3) When the articles provide.
(4) On the option of the Secretarial
Auditor
114

115
4.3 The Secretarial Auditor, unless exempted by the company
shall, either by himself or through his authorized
representative, attend the Annual General Meeting and shall
have the right to be heard at such Meeting on that part of the
business which concerns him as Secretarial Auditor.
115

116
17) presence of Secretarial Auditor of the
company in AGM?
1) Must.
(2) Only When the Chairman invite.
(3) When the articles provide.
(4) On the option of the Secretarial
Auditor
Ans ։(2) only when the
chairman invite

117
18) Secretarial Standards of general meeting
for the OPC’s shall be applicable in the
following situations?
(1) OPC with 1 director
(2) OPC with 2 directors
(3) OPC with all situations
(4) Not applicable to OPC
117

118
This Standard is applicable to all types of General Meetings
of all companies incorporated under the Act except One
Person Company (OPC) and class or classes of companies
which are exempted by the Central Government through
notification.
118

119
18) Secretarial Standards of general meeting for the OPC’s
shall be applicable in the following situations?
(1) OPC with 1 director
(2) OPC with 2 directors
(3) OPC with all situations
(4) Not applicable to OPC
ANS։ (4) Not applicable to opc

120
19) which company has to host its notice on
the website?
(1) All
(2) private company
(3) Public company.
(4) Company having website.
120

121
1.2.3. In case of companies having a website, the Notice shall
be hosted on the website.
121

122
19) which company has to host its
notice on the website?
(1) All
(2) private company
(3) Public company.
(4) Company having website.
ANS ։(4) Company
having website

123
20) A company consisting of a body corporate as its
shareholder's, Identify the correct statement for purpose of
quorum?
(A) Single person on behalf of all body corporate can form
quorum.
(B) Single person cannot be counted for all companies for the
purpose of quorum.
(C) At least 2persons are required for qualifying quorum.
Options: (1) Both A & C
(2) Both B & C
123

124
3.2 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.
One person can be an authorized representative of more
than one body corporate.
124

125
20) A company consisting of a body corporate as its shareholder's, Identify the
correct statement for purpose of quorum?
(A) Single person on behalf of all body corporate can form
quorum.
(B) Single person cannot be counted for all companies for
the purpose of quorum.
(C) At least 2persons are required for qualifying quorum.
Options: (1) Both A & C
(2) Both B & C
ANS։(1) Both A& C

128
Characteristics of Meeting
Characteristics
Chairman
Company
Secretary &
Auditor
CFO CEO Directors
Managing
Director
Whole Time
Director
Independent
Director
Non-
Executive
Director
Nominee
Director
Members

Sec 118
Minutes of
proceedings of
Meetings where ,
the Chairman has to
conduct the
meetings.
AOA
• the power to Preside
over the meetings,
• bring the discussion on
any Question and
• the power to Adjourn
the meeting if
necessary under the
circumstances(Article
96).
Fiduciary Rights
.Influencing matters on
Agenda
.Overseeing the functions
of Board and
.Reviewing the
composition, effectiveness
and performance of Board.
130

131
Chairman of The Meeting
CLAUSE: 7.6 SECOND or CASTING VOTE
•Unless otherwise provided in the articles, in the event of
equality of votes, whether on show of hands or electronically or
on a poll, the chairman of the meeting shall have a second or
casting vote.
•Where the chairman has entrusted the conduct of proceedings
in respect of an item in which he is interested to any dis-
interested Director or to a Member, a person Who so takes the
chair shall have a second or casting vote.

CLAUSE-5
5.1 if the chairman is not
present within 15
minutes or if he is
unwilling to act as
chairman of the meeting ,
or if no Director has been
so designated, the
Directors shall elect one
of the themselves to be
chairman of the meeting
5.2 Chairman shall explain
the objective and
implications of the
resolutions before they
are put to vote at the
meeting.
5.3. in case of public
companies the chairman
propose any resolution in
which he is deemed to be
concerned
132

Board of
directors
Whole time
Director
Managing
Director
Women
Director
Independent
Director
Non
Executive
Director
Nominee
Director

A director of a company shall not achieve or attempt to achieve any undue gain or advantage
either to himself or to his relatives, partners, or associates.
A director of a company shall not involve in a situation in which he may have a direct or
indirect interest that conflicts, or possibly may conflict, with the interest of the company.
A director of a company shall exercise his duties with due and reasonable care, skill and
diligence and shall exercise independent judgment.
A director of a company shall act in good faith in order to promote the objects of the company
for the benefit of its members as a whole, and in the best interests of the company, its
employees, the shareholders, the community and for the protection of environment.
Director to act in accordance with AOA.
135

• 4.1 Directors
• 4.1.1 If any Director is unable to attend the Meeting, the Chairman
shall explain such absence at the Meeting.
• The Chairman of the Audit Committee, Nomination and
Remuneration Committee and the Stakeholders Relationship
Committee, or any other Member of any such Committee
authorized by the Chairman of the Committee to attend on his
behalf, shall attend the General Meeting.
• 4.1.2 Directors who attend General Meetings of the company and
the Company Secretary shall be seated with the Chairman. The
Company Secretary shall assist the Chairman in conducting the
meeting
136

WHOLE TIME DIRECTOR
Whole – time
Director is just
an ordinary
employee of
the company
having no
discretionary
powers to take
decisions .
Section-152(2)
A Whole time
Director of
pubic company
shall be
appointed for a
maximum
period of 5
years at a time
Whole time
director can be
appointed in a
company
having a
manager
138

Managing Director
A Managing Director
is entrusted with
substantial powers of
management
• A Managing Director of
public company shall be
Appointed for a maximum
period of 5 years
A Managing Director
can be a managing
director of more than
one company
A Managing Director
and manager cannot
be appointed
simultaneously in any
company
140

All Listed Companies
Paid up
Share
Capital
every other public company
having –
(a) paid–up share capital of
100 crore rupees or more;
-
Turnover Of 300 Crore or more.
Applicable to-
142

To assist in
forwarding
equitable and
independent
judgment to
the board
To secure and
promote the
interests of all
stakeholders
of the
concerned
company,
particularly of
the minority
shareholders
To conciliate
and balance
the conflicting
interests of
the
stakeholders
To attend
actively and
constructively
most of the
board and
committee
meetings
To pay
proper and
adequate
attention to
Related
Party
Transactions
(RPTs)
To report
concerns
honestly and
impartially
about any
unethical
behavior,
violation of
the code of
conduct, or
any suspected
fraud in the
company
ROLES
144

Role of Lead
Independent
Director
•Assist the board in achieving
consensus on important
issues
•Provide candid feedback to
CEO, CFO post an executive
session.
•Ensure that board
conversations do not veer in
the direction of certain
unwanted topics / individual
preferences .
Role towards the
Shareholders &
Stakeholders
•In evaluating the board’s or
management decisions in
respect of employees,
creditors and other suppliers
of major service providers,
independent directors have a
significant role in protecting
the stake holders interests.
• Further they are required to
review the functioning of the
“Whistle Blower mechanism”
and related party
transactions. These,
essentially, safeguard the
interests of the stakeholders.
Role towards
Board
•Independent directors play
directly in relation to the
board is the objective view
that they bring in while
evaluating the board and the
management decisions,
creating a balance in the
interest of the shareholders.
•An independent director
should ensure that the Board
addresses areas of concern on
the running of the company
and that these are recorded in
the minutes if not resolved.
•It’s the responsibility of the
Independent Director to
Compliance with the
Company’s Code of Conduct.
145

It provides that Subject to the articles of a
company, the Board may appoint any person as a
director nominated by any institution in
pursuance of the provisions of any law for the
time being in force or of any agreement or by the
Central Government or the State Government by
virtue of its shareholding in a Government
company
147

Appointed by
the Investor
Is Non
Executive
Director
Is not a
Shareholder
148

Not achieve or attempt to achieve any undue gain advantage either to relatives ,partners or
associates
Discharge duties with due and reasonable care, skill and diligence.
Act in good faith in order to promote the objects of the company for the benefit of its
members as a whole , and in the best interest of the company.
Act in accordance with company’s Articles of Association
Roles and Responsibilities
150

• Duties & Responsibilities of COMPANY SECRETARY.
• Confirm the date of AGM with the Board.
• 2.Estimate the number of attendees.
• 3.Prepare & send the notice of meeting.
• 4.Organise & book a suitable venue.
• 5.Prepare & discuss with the Chairman an order proceedings, setting out the various resolutions to
be passed in the meeting.
• 6.Ensure that the Chairman is primed with a suitable script to deal with the meeting.
• 7. Arrange for all necessary presentation equipments to be available at the venue.
• 8.Ensure about the catering & hospitality arrangements.
• 9.Consider contingency plans.
• 10.A CS should carry following documents with him in a AGM :-
(a) MOA & AOA of the Company
(b) Financial report
(c) Listing requirement of the NSE (Green Book)
(d) Register of Members
(e) Register of Directors
(f) Record of directors attendance of meetings
(g) Stock exchange code of corporate governance
152

To draft the Notice of the Annual
General Meeting
To maintain the Attendance Register
of the Chairman & Directors present.
To annex Agenda
Items and
Annual Report to
the notice.
To annex the
Proxy form with
the Annual
Report.
To send the
Notice & Annual
Report to all
members with in
21 days.
In Notice shall
specify the
procedure of E-
Voting.
To keep a register
of all the Proxies
received.
153

APPOINTMENT
Every whole-time key managerial personnel of a company
shall be appointed by means of a resolution of the Board
containing the terms and conditions of the appointment
including the remuneration.
If the office of any whole-time key managerial personnel is
vacated, the resulting vacancy shall be filled-up by the Board
at a meeting of the Board within a period of 6 months from
the date of such vacancy.
155

Restrictions
Same person not to act as Chairman and MD/CEO.
It has been provided under the Act that the role or designation of
Chairman and Managing Director or Chairman and Chief Executive
Officer should not be assigned to the same person. In other words, the
same person should not act as both Chairman and Managing Director or
Chief Executive Officer of the Company..
156

MEMBERS
cs.ahaladarao@gmail.com 157

Right to receive
Notice of Agm.
Entitled to Attend
and Vote at the
Meeting.
Entitled to receive
copy of Annual
Report
Right to participate
in Appointment of
Statutory Auditor.
Request to Director’s
for convening Extra
Ordinary General
Meeting.
Can elect the
Chairman.
Inspect and obtain
copy of Minutes of
AGM
Right to receive
Dividends.
158

160
FRAME WORK
SHAREHOLDERS' RIGHTS
requisition for and convene general
meetings
attend, appoint a proxy and speak at
general meetings
vote at general meetings

A proxy shall
not have the
right to
speak at
such
meeting.
not be
entitled to
vote
except on a
poll.
A member of
a company
not having a
share capital
shall not be
entitled to
appoint
proxy unless
articles
provide so.
A person
appointed
as proxy
shall not act
as proxy for
more than
50
members
162

• CA 2013 introduces significant changes to the composition of the
boards of directors.
• Every company is required to appoint 1 (one) resident director on
its board.
• Nominee directors shall no longer be treated as independent
directors.
• Listed companies and specified classes of public companies are
required to appoint independent directors and women directors
on their boards.
• CA 2013 for the first time codifies the duties of directors.
• SEBI amends the Listing Agreement (with prospective effect from
October 01, 2014) to align it with CA 2013.
164

As per Sec 146 of Companies
Act 2013 the Statutory Auditor
of the company shall attend
the General meeting of the
company unless otherwise
exempted by the company.
166

Secretarial Auditor means a
company secretary in practice
appointed in pursuance of the
act to conduct the secretarial
audit of the company
168

Shall check compliances made by the Company under Corporate
Law & other laws, rules, regulations, procedures.
Examination of work to point out Errors &
Mistakes.
Provides Disciplined approach to evaluate & improve
effectiveness of Control, Risk Management & Governance.
Examining and Reporting whether adequate systems and
process are in place or not.
169

Every listed
company-
Every public
company having a
paid-up share
capital of Fifty
Crore rupees or
more; or
Every public
company having a
turnover of Two
Hundred Fifty
Crore rupees or
more.
Turnover” means
the aggregate
value of the
realisation of
amount made
from the sale,
supply or
distribution of
goods or on
account of
services rendered,
or both, by the
company during a
financial year.
[Section 2(91)]
Secretarial Audit
is also mandatory
to a private
company which is
a subsidiary of a
public company,
and which falls
under the
prescribed class
of companies .
WHICH COMPANIES
SECRETARIAL AUDIT IS
MANDATORY
170
WHO IS A KEY MANAGERIAL PERSONNEL

APPOINTMENT OF COST AUDITORS
sub-section (2) of Section
148 of the Companies Act,
2013 (Act) shall be
conducted by a Cost
Accountant in practice who
shall be appointed by the
Board on such
remuneration as may be
determined by the
members -
The companies required to
get its cost records
audited, shall within 180
days of the
commencement of every
financial year, appoint a
cost auditor.
Every cost auditor
appointed as such shall
continue in such capacity
till the expiry of 180 days
from the closure of the
financial year or till he
submits the cost audit
report, for the financial
year for which he has been
appointed.
172

173
Provided that no person appointed under section 139 as an
auditor (that means Statutory Auditors) of the company shall be
appointed for conducting the audit of cost records:
Any casual vacancy in the office of a cost auditor, whether due
to resignation, death or removal, shall be filled by the Board of
Directors within 30 days of occurrence of such vacancy and the
Company shall inform the Central Government in Form CRA -2
within 30 days of such appointment of Cost Auditor. -
Provided further that the auditor conducting the cost audit shall
comply with the cost auditing standards.

REGISTRAR &
SHARE TRANSFER
AGENT
174

SCOPE & APPLICABULITY
The company through its
Register and Transfer Agent
(RTA) will set up the e-voting
schedule on the website and
upload the resolutions on
which voting is required and
generate the Electronic
Voting Sequence Number
(EVSN) / Electronic Voting
Even Number.(EVEN) -
Every listed company or a
company having not less than
one thousand
shareholders shall choose
any one of the agencies,
which is currently providing
e-voting platform for this
purpose.
The Company will then
upload the Register of
Members in the specified file
format.
175

• Q1. WHO IS SCRUTINISER AND HOW ONE SHOULD BE APPOINTED?
• As per SS-2 Para 8.4(a) The scrutinizer (s) may be a Company Secretary in Practice, a Chartered
Accountant in Practice, a Cost Accountant in Practice, or an Advocate or any other person of repute who
is not in the employment of the company and who can, in the opinion of the Board, scrutinize and
ensure that the scrutiny of the votes cast on the e-voting process or Poll or the ballot process, as the
case may be, in a fair and transparent manner.
• The Chairman shall appoint scrutinizer.
• The scrutinizer (s) so appointed may take assistance of a person who is not in employment of the
company and who is well-versed with the e-voting system.
• Prior consent to act as a scrutinizer(s) shall be obtained from the scrutinizer(s) and placed before the
Board for noting.
177

For E-Votingprocess, Scrutinizer is
appointed.
For passing Resolutions through Postal
Ballot also Scrutinizer is appointed.
Reports on the Votes Cast in
Favor & Against
178

Applicability
Applicability of Audit
Committee:
The Board of directors of every
listed companies and the
following classes of companies,
as prescribed under Rule 6 of
Companies (Meetings of Board
and its powers) Rules,2014
shall constitute an Audit
Committee.
(i) all public companies with a
paid up capital of Rs.10 Crs or
more –
• ii) all public companies having
turnover of Rs.100 Crs or more;
(iii) all public companies,
having in aggregate,
outstanding loans or
borrowings or debentures or
deposits exceeding Rs.50 Crs
or more.
180

SCOPE & APPLICABULITY
• As Per section 138(1) of the COMPANIES
ACT 2013, such class or class of
companies as may be Prescribed shall be
required to appoint an internal auditor to
conduct internal audit of the functions
and activities of the company
182

Every listed
company-
Always
Applicable
(b) every unlisted public
company having–
(i) paid up
share capital of fifty
crore rupees or more
during the preceding
financial year;
ii)
turnover(inco
me) of two
hundred crore
rupees or
more during
the preceding
financial year;
outstanding deposits of
twenty five crore rupees
or more at any point of
time during the
preceding financial year;
and
outstanding loans or
borrowings from
banks or public
financial institutions
exceeding one
hundred crore
rupees or more at
any point of time
during the preceding
financial year -
APPOINTMENT OF
INTERNAL AUDITOR
183
WHO IS A KEY MANAGERIAL PERSONNEL

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