MOCK GENERAL MEETINGS (SS-2)- PPT- Part 2.pptx

MOCK GENERAL MEETINGS (SS-2)
1

3
11) Can a general meeting resolution be withdrawn?
3
SECRETARIAL STANDARD-2
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

4 4
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

5
11) Can a general meeting resolution be withdrawn?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
Ans: B (No)

6
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
6
CASTING VOTE

7
• 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

8
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

9
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
9

10
1.1 Authority:
A General Meeting shall be convened by or on the
authority of the Board.
10
Proxies of Meeting

11
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
An: (1) Authority of the board
Ans: (1) Authority of the board

12
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
12
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.
13

14
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
14
Ans: (1) May 2015

15
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
15

16
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.
16

17
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

18
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
18

19
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
19

20
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

21
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
21

22
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.
22

23
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

24
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
24

25
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.
25

26
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

27
19) which company has to host its notice on
the website?
(1) All
(2) private company
(3) Public company.
(4) Company having website.
27

28
1.2.3. In case of companies having a website, the Notice shall
be hosted on the website.
28

29
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

30
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
30

31
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.
31

32
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

35
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.
37

38
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
39

Board of
directors
Whole time
Director
Managing
Director
Women
Director
Independen
t 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.
42

• 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
43

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
45

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
47

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-
49

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
51

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.
52

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
54

Appointed by
the Investor
Is Non
Executive
Director
Is not a
Shareholder
55

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
57

• 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
59

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.
60

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.
62

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..
63

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.
65

67
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
69

• 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.
71

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.
73

Secretarial Auditor means a
company secretary in practice
appointed in pursuance of the
act to conduct the secretarial
audit of the company
75

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.
76

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
77
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.
79

80
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
81

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.
82

• 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.
84
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.

For E-Votingprocess, Scrutinizer is
appointed.
For passing Resolutions through Postal
Ballot also Scrutinizer is appointed.
Reports on the Votes Cast in
Favor & Against
85

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.
87

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
89

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
90
WHO IS A KEY MANAGERIAL PERSONNEL

91
cs.ahaladarao@gmail.com 91
ROUND-1

92
FRAME WORK
1.Basic information
Qualification
Role for today AGM
Relevant secretarial standard provision

BRAIN TEASER Secretarial Standard-2
95

MOCK GENERAL MEETINGS (SS-2)- PPT- Part 2.pptx

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