Guidance Note on General Meetings (Based on Revised SS-2)
Author: Unknown
Date: 2017-10-13T08:05:15+00:00

Guidance Note
on

General Meetings

OCTOBER 2017

Price : Rs. 300/- (Exluding postage)

© THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

Al rights reserved. No part of this Publication may be translated or copied in
any form or by any means without the prior written permission of The

Institute of Company Secretaries of India.

Published by :

THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

ICSI House, 22, Institutional Area, Lodi Road,

New Delhi 110 003

Phones : 011-4534 1000, 4150 4444 • Fax +91-11-2462 6727

E-mail info@icsi.edu • Website www.icsi.edu

Printed at : Chandu Press/250/October 2017

(i )

PREFACE TO REVISED EDITION

Section 118 (10) of the Companies Act, 2013 requires every company to observe

Secretarial Standards with respect to General and Board Meetings specified by
the Institute of Company Secretaries of India (ICSI) and approved as such by the

Central Government. The Secretarial Standards on Meetings of the Board of

Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by
the Institute of Company Secretaries of India (ICSI) under Section 118(10) of the

Companies Act, 2013 are effective w.e.f. 1st July, 2015.

Since then the SS-1 and SS-2 have been revised by the ICSI and approved by
the Central Government under Section 118(10) of the Companies Act, 2013,
which are applicable w.e.f. 1st October, 2017.

To facilitate the compliance and smooth implementation of revised Secretarial

Standard on General Meetings (SS-2), this revised Guidance Note elucidate the
basis for setting the particular Standard, explain the procedural & practical
aspects thereof and gives il ustrative examples. This Guidance Notes also
integrate the responses to various issues/queries raised by the stakeholders.

In this Guidance Note, the applicable provisions of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 are given in special (three layers)

boxes at the respective places. These do not form part of the Secretarial Standard
and included herein for the purpose of Guidance only.

I place on record my sincere thanks to CS Pavan Kumar Vijay, Chairman and
al the Members of Secretarial Standards Board during the year 2017-18

(list enclosed) in finalisation of this revised Guidance Note on General

Meetings.

I commend the dedicated efforts put in by CS Anamika Chaudhary, Deputy

Director and CS Rakesh Kumar, Executive (Academics) in preparing this revised

Guidance Note on General Meetings, under the leadership of CS Banu

Dandona, Joint Director and overal guidance of CS Dinesh Chandra Arora,

Secretary, ICSI.

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I am confident that this Guidance Note wil be of practical value to all
stakeholders in ensuring the compliance and implementation of revised SS-2
in true letter and spirit.

Improvement is a continuous process and equally applicable to this Guidance

Note. I would personal y be grateful to the readers to offer their suggestions/
comments for further refinement of this publication.

Place : New Delhi

CS (Dr.) Shyam Agrawal

Date : 09.10.2017

President

The Institute of Company Secretaries of India

(iv)

Secretarial Standards Board

(2017-18)

Chairman

Pavan Kumar Vijay, Past President, ICSI

Member (s)

Anil Kumar Murarka, Past President, ICSI

Amit Gupta, Practising Company Secretary, Lucknow

B. Shanmugasundaram, AGM (Secretarial)- Sundram Fasteners Ltd.

Dipti Mehta (Ms.), Practising Company Secretary, Mumbai

Geetika Anand (Ms.), CS & Compliance Officer, Aditya Birla Fashion and Retail Ltd.

J.N. Gupta, Founder & MD, Stakeholders Empowerment Services

Milind B. Kasodekar, Practising Company Secretary, Pune

N. Hariharan, Vice President (Secretarial) & CS, Larsen & Toubro Ltd.

Narayan Shankar, Executive Vice President & CS, Mahindra & Mahindra Ltd.

Parvatheesam Kanchinadham, Company Secretary, Tata Steel Ltd.

R. Ravi, Past President, ICSI

Rajiv Bajaj, Council Member-ICSI

Raju Ranganathan, Former CS & ED (Law), Indian Oil Corporation Ltd.

Rajendra Singhi, Senior Deputy Company Secretary, ITC Ltd.

S.C. Vaudeva, Practising Chartered Accountant, Delhi

S.H. Rajadhyaksha, Consultant,Tata Capital Financial Services Ltd.

S. Sudhakar, Vice President - Corporate Secretarial, Reliance Industries Ltd.

Savithri Parekh (Ms.), Chief Legal & CS, Pidilite Industries Ltd.

Subhash C. Setia, Company Secretary, DLF Limited

Shujath Bin Ali, General Counsel & CS, Parexel International- India

Vineet K. Chaudhary, Council Member-ICSI

Representative Members

C. S. Govindarajan

Representative of MCA

C. D. Srinivasan

Representative of RBI

Pradeeep Ramakrishanan

Representative of SEBI

(v)

Girish Joshi

Representative of BSE

S. Madhavan

Representative of NSE

G.P. Madaan

Representative of ASSOCHAM

B. Murli

Representative of FICCI

Ajay Vaidya

Representative of CI

Pawan Kumar Rustagi

Representative of PHD Chamber of

Commerce & Industry

K. Sripriya (Ms.)

Representative of ICAI

Amit Anand Apte

Representative of ICAI (CMA)

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PREFACE

Secretarial Standards are a codified set of good governance practices which
seek to integrate, harmonize and standardise the diverse secretarial practices
followed by companies with respect to conduct of Meetings and play
indispensable role in enhancing the corporate culture and governance across
the organisations. Secretarial Standards help in improved governance and
compliance, confidence building in minds of investors which ultimately lead to
flow of capital in India and achieving the government’s objective of Make in

India.

The Secretarial Standard on General Meetings (SS-2) has been introduced under
the legal umbrella of Companies Act, 2013 which is first of its kind in the world.

Section 118(10) of the Companies Act, 2013 makes it mandatory for companies
to comply with the Secretarial Standards.

It is a recognition and also an onerous responsibility on the profession of

Company Secretaries and the ICSI, as the Company Secretaries in employment
as wel as in practice are entrusted to ensure the compliance with the applicable

Secretarial Standards.

To facilitate the compliance of Secretarial Standard on General Meetings (SS-2)

by the Corporates, their Boards, Management and Professionals, the Institute
has brought out this Guidance Note. It elucidates, wherever necessary, the
basis for setting the particular Standard, explains its ingredients and gives
il ustrative examples. This Guidance Note also addresses the various issues/
queries/concerns raised by the stakeholders after the issuance of Secretarial

Standards.

I place on record my sincere thanks to CS Pavan K. Vijay, Chairman and all the

Members of the Secretarial Standards Board during the year 2015-16 (list
enclosed) for their tireless efforts in preparation and finalisation of this Guidance

Note on General Meetings.

I also place on record my sincere gratitude to CS N J N Vazifdar, CS Ashok

Chhabra and CS S V Subramanian, former Chairmen of SSB and al members of

SSB til date for their efforts in preparation of Secretarial Standards. My sincere

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thanks also to Members of SSB during the year 2014-15 (list enclosed) when
the Guidance Note on General Meetings was conceptualised and preliminary
draft of Guidance Note was prepared.

I commend the dedicated efforts put in by Secretariat of SSB under the leadership
of CS Alka Kapoor, Joint Secretary and under the overal guidance of CS Sutanu

Sinha, Chief Executive & Officiating Secretary.

I urge upon the Corporates and my professional col eagues to fol ow the
practices as enunciated in the Secretarial Standard on General Meetings in the
light of this Guidance Note issued by the ICSI so as to promulgate good

Corporate Governance.

Improvement is a continuous process and therefore, suggestions of the readers
to improve this publication are most welcome.

Place: New Delhi

CS Atul H Mehta

Date: 17.12.2015

President, ICSI

(vi i)

Secretarial Standards Board

(2015-2016)

Chairman

Pavan K. Vijay, Past President, ICSI

Member(s)

Anil Murarka, Past President, ICSI

Ahalada Rao V, Council Member, ICSI

Dipti Mehta (Ms.), Practising Company Secretary, Mumbai

Geetika Anand (Ms.), CS & Compliance Officer, Pantaloons Fashion & Retail Ltd.

Lalit Jain, former Senior Vice-President & Company Secretary, Jubilant Life

Sciences Ltd. and Practising Company Secretary, Delhi

Lalit Kumar, Partner, J. Sagar Associates

L. Jayaraman, Practising Company Secretary, Hyderabad

Milind B Kasodekar, Practising Company Secretary, Pune

Ranjeet Kumar Pandey, Council Member, ICSI

Ravichandran K S (Dr.), Practising Company Secretary, Coimbatore

Sanjay Grover, Practising Company Secretary, Delhi

Savithri Parekh (Ms.), Chief Legal & CS, Pidilite Industries Ltd.

S C Vasudeva, Practising Chartered Accountant, Delhi

S H Rajadhyaksha, Consultant, Tata Capital Financial Services Ltd.

S Chandrasekaran (Dr.), Practising Company Secretary, Delhi

Subhash C Setia, Company Secretary, DLF Limited

Subhasis Mitra, Group Company Secretary, CESC Ltd.

Representative Members

C D Srinivasan

Nominee, RBI

Girish Joshi

Nominee, BSE

G P Madaan

Nominee, ASSOCHAM

G. Sekar

Nominee, ICAI

Puneet Duggal

Nominee, MCA

Rajendra Singhi

Nominee, CI

V. R. Narasimhan (Dr.)

Nominee, NSE

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Secretarial Standards Board

(2014-2015)

Chairman

Pavan K. Vijay, Past President, ICSI

Member(s)

Anil Murarka, Past President, ICSI

Ahalada Rao V, Council Member, ICSI

Devendra Bhandari, Director, Stakeholders Empowerment Services

Jagannadha Rao C V, Company Secretary, KEC International Ltd.

Lakshmmi Subramanian, Practising Company Secretary, Chennai

Lalit Jain, former Sr. Vice-President & Company Secretary, Jubilant Life Sciences

Ltd. and Practising Company Secretary, Delhi

M S Sahoo, Former Secretary, ICSI & Member, Competition Commission of India

Milind B Kasodekar, Practising Company Secretary, Pune

Narayan Shankar, Company Secretary, Mahindra & Mahindra Limited

Ravichandran K S (Dr.), Practising Company Secretary, Coimbatore

Sanjay Grover, Practising Company Secretary, Delhi

Sanjiv Agarwal (Dr.), Managing Partner, Agarwal Sanjiv & Co, Chartered

Accountants, Jaipur

Savithri Parekh (Ms.), Chief Legal & CS, Pidilite Industries Ltd.

S C Vasudeva, Practising Chartered Accountant, Delhi

S H Rajadhyaksha, Consultant, Tata Capital Financial Services Ltd.

Subhasis Mitra, Group Company Secretary, CESC Ltd.

Suresh Krishnan, Vice-President (Internal Audit) & CS, Cholamandalam MS

General Insurance Co. Ltd.

Representative Members

Amit Tandon

Nominee, SEBI

G P Madaan

Nominee, ASSOCHAM

Mukesh Singh Kushwah

Nominee, ICAI

Rajendra Chopra

Nominee, FICCI

Rajendra Singhi

Nominee, CI

V. R. Narasimhan (Dr.)

Nominee, NSE

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C O N T E N T S

Pg. No.

BACKGROUND

1

INTRODUCTION

3

APPLICABILTY OF SS-2

4

SCOPE OF THE GUIDANCE NOTE

6

DEFINITIONS

7

GUIDANCE ON THE PROVISIONS OF SS-2

10

1. Convening a Meeting

10

2. Frequency of Meetings

44

3. Quorum

48

4. Presence of Directors and Auditors

52

5. Chairman

56

6. Proxies

59

7. Voting

70

8. Conduct of e-voting

82

9. Conduct of Pol

89

10. Prohibition on Withdrawal of Resolutions

93

11. Rescinding of Resolutions

94

12. Modifications to Resolutions

94

13. Reading of Reports

95

14. Distribution of Gifts

96

15. Adjournment of Meetings

97

16. Passing of Resolution by postal ballot

101

17. Minutes

110

18. Preservation of Minutes and other Records

125

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Pg. No.

19. Report on Annual General Meeting

126

20. Disclosures

127

ANNEXURES

Annexure I

Specimen Attendance Slip

129

Annexure I

Specimen Notice of Annual General Meeting

130

Annexure I I

Specimen Notice of Extra-Ordinary General Meeting

138

Annexure IV

Specimen Notice of Annual General Meeting

143

(for Newspaper)

Annexure V

Specimen Notice of Postponed Annual General

145

Meeting

Annexure VI

Specimen Notice of Postponement of Annual General

146

Meeting (for Newspaper)

Annexure VI Specimen Notice by Requisitionists convening an

147

Extra-Ordinary General Meeting

Annexure VII Specimen Notice of an Extra-Ordinary General Meeting

148
cal ed on the Requisition of Members

Annexure IX Specimen Board Resolution for convening

150

Extra-Ordinary General Meeting on Requisition

Annexure X

Specimen of a Demand for Pol

151

Annexure XI Announcements by the Chairman of the Meeting in

152
connection with a Pol

Annexure XI Checklist for Pol

153

Annexure XI I Specimen Announcement on the Notice Board of the

155

Company of the Result of the Pol

Annexure XIV Items of Business which shall be passed only by

156

Postal Ballot

Annexure XV Specimen Report of Postal Ballot

157

Annexure XVI Specimen Minutes of Annual General Meeting

159

Annexure XVI Specimen Minutes of Extra-Ordinary General Meeting

166

Annexure XVII Specimen Minutes of Adjourned Annual

169

General Meeting

GLOSSARY

171

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GUIDANCE NOTE

ON

GENERAL MEETINGS

The “Secretarial Standard on General Meetings” (SS-2), formulated by the

Secretarial Standards Board (SSB) of the Institute of Company Secretaries of

India (ICSI) and issued by the Council of the ICSI, has been approved by the

Central Government. Adherence to SS-2 is mandatory in terms of sub-section

(10) of Section 118 of the Companies Act, 2013 (the Act).

The first version of SS-2 was applicable to al types of General Meetings, in respect
of which Notices were issued between 1st July, 2015 to 30th September, 2017.

The revised version of SS-2 applies to all types of General Meetings, in respect
of which Notices are issued on or after 1st October, 2017.

SS-2 prescribes a set of principles for convening and conducting General

Meetings and matters related thereto.

This Guidance Note sets out the explanations, procedures and practical aspects
in respect of the provisions contained in revised SS-2 (effective from 1st October,

2017) to facilitate compliance thereof by the stakeholders.

BACKGROUND

The Act mandates holding of Meetings at specified intervals and also
prescribes related rules for the same. Such mandate is in recognition of the
fact that Meetings play a vital role in the functioning and governance of a
company. The primary purpose of a Meeting is to ensure that a company
gives reasonable and fair opportunity to those entitled to participate in the

Meeting to take decisions as per the prescribed procedures. A company,
being an artificial person, can, in respect of matters to be decided at General

Meeting, take such decisions through its Members by way of Resolutions
passed at validly held Meetings. Meetings of Members are known as General

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2

GUIDANCE NOTE ON GENERAL MEETINGS

Meetings and determining what constitutes such validly held Meeting is of
utmost importance.

General Meetings can be broadly categorised as fol ows :

(i) Annual General Meeting – Every company is required to hold, during
every Calendar Year, a Meeting of its Members cal ed the Annual General

Meeting. The importance of the Annual General Meeting arises out of
the nature of business transacted at this Meeting. Broadly there are two
types of business that are transacted at an Annual General Meeting –

Ordinary Business and Special Business. At an Annual General Meeting,
consideration of financial statements & consolidated financial statements,
reports of the Board of Directors and the auditors, declaration of dividend,
appointment of Directors in place of those retiring and approval or
ratification of appointment of the Auditors and fixing their remuneration
are Ordinary Business. Any other item of business is referred to as Special

Business and may also be transacted at an Annual General Meeting.

Annual General Meetings provide Members with an opportunity to
col ectively discuss the affairs of the company and to exercise their
ultimate control over the management of the company. If a company
defaults in any year in holding its Annual General Meeting, any Member
of the company has a statutory right to approach the National Company

Law Tribunal (Tribunal) to call or direct the company to call an Annual

General Meeting.

(i ) Extra-Ordinary General Meeting – A company may also hold any other

Meeting of its Members called an Extra-Ordinary General Meeting, as
and when required or at the requisition of the Members. An Extra-

Ordinary General Meeting is convened for transacting Special or Urgent
business that may arise in between two Annual General Meetings. Al
business transacted at an Extra-Ordinary General Meeting are cal ed

Special Business.

(i i) Meeting of a Class of Members – Such Meetings are held to transact
business by way of passing Resolutions which only bind the Members
of the concerned class. Only Members of that class can attend such

Meetings and speak as well as vote thereat, e.g. Meetings of holders
of preference shares. Such Meetings are required to be convened when
it is proposed to vary the rights of the holders of a particular class of
shares. Provisions which govern General Meetings are mutatis mutandis
applicable to such Meetings.

GUIDANCE NOTE ON GENERAL MEETINGS

3

(iv) Meetings of Debenture Holders, Creditors etc. –- Such Meetings are
held to transact business by way of passing Resolutions which bind
the debenture holders or creditors, as the case may be, of the company.

The debenture holders or creditors, as the case may be, can attend
such Meetings and speak as well as vote thereat. Provisions which
govern General Meetings are mutatis mutandis applicable to such

Meetings.

(v) Other Meetings – In addition to the abovementioned Meetings, a
company may also hold Meetings of its Members, debenture holders
or creditors under the directions of the Court or the Tribunal or any
other authority.

Members of a company can exercise their powers and can bind the company
when they act as a body at a validly convened and held Meeting. They should
act col ectively and not individually. A Member or shareholder, irrespective of
his shareholding, cannot bind a company by his individual act.

INTRODUCTION

The fundamental principles with respect to General Meetings are laid down in
the Act. SS-2 facilitates compliance with these principles by endeavoring to
provide further clarity where there is ambiguity or establishing benchmark
standards to harmonies prevalent diverse practices. Complying with SS-2
ensures robust procedures and systems which protect the interests of the
company and its stakeholders. Incidentally, it has been observed that the
quantum and propensity for litigations or risk thereof is directly proportional to
the degree of non adherence of proper procedures and the non-availability of
proper records, especial y in the case of smal and private companies. SS-2
aims to address such issues.

SS-2 requires the Company Secretary(ies) to over-see the vital process of
facilitating and recording the decision making process in a company besides
maintaining the integrity of the Meetings. Where there is no Company Secretary
in the company or in absence of the Company Secretary, any Director or other

Key Managerial Personnel (KMP) or any other officer of the Company authorised
by the Board for this purpose may discharge such of the functions of the

Company Secretary as given in SS-2.

SS-2 does not seek to substitute or supplant any existing laws. It strives to
supplement such laws for promoting better corporate governance.

Therefore, in addition to SS-2, the requirements laid down under any other

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GUIDANCE NOTE ON GENERAL MEETINGS
applicable laws, rules and regulations, need to be complied with. However, in
case of variations in any provision of the applicable laws and SS-2, the stricter
provisions need to be complied with.

APPLICABILITY OF SS-2

In terms of sub-section (10) of Section 118 of the Act, every company is required
to observe SS-2.

SS-2 is thus applicable to General Meetings of all companies incorporated
under the Act including private and small companies, except One Person

Companies (OPC) and companies licensed under Section 8 of the Companies

Act, 2013 or corresponding provisions of any previous enactment thereof.

MCA Notification No. G.S.R. 466(E) dated 5th June, 2015 exempts companies
licensed under Section 8 of the Companies Act, 2013 from the applicability of

Section 118 of the Act as a whole except that Minutes of Meetings of such a
company may be recorded within thirty days of the conclusion of every Meeting
in case of companies where the Articles of Association provide for confirmation
of Minutes by circulation. Consequently, SS-2 is not applicable to companies
licensed under Section 8 of the Companies Act, 2013 or corresponding provisions
of any previous enactment thereof. Such companies may voluntarily comply
with SS-2. However, Section 8 companies need to comply with the applicable
provisions of the Act relating to General Meetings.

Further, MCA vide its Notifications No. G.S.R. 584(E) dated 13th June, 2017 modified
the above cited Notification dated 5th June, 2015 to place a restriction that such
exemptions shal be applicable to a Section 8 company which have not
committed a default in filing its Financial Statements or Annual Return with the

Registrar of Companies.

In addition, by virtue of MCA Exemption Notifications No. G.S.R. 08(E) & G.S.R.

9(E), dated 4th January, 2017, fol owing class of companies are exempted from
the applicability of Section 118(10) of Companies Act, 2013 i.e. the compliance
of Secretarial Standards:

• Specified IFSC public company: An unlisted public company which is
licensed to operate by the Reserve Bank of India or the Securities and

Exchange Board of India or the Insurance Regulatory and Development

Authority of India from the International Financial Services Centre located
in an approved multi services Special Economic Zone set-up under the

Special Economic Zones Act, 2005 read with the Special Economic

Zones Rules, 2006.

GUIDANCE NOTE ON GENERAL MEETINGS

5

• Specified IFSC private company: A private company which is licensed
to operate by the Reserve Bank of India or the Securities and Exchange

Board of India or the Insurance Regulatory and Development Authority
of India from the International Financial Services Centre located in an
approved multi services Special Economic Zone set-up under the Special

Economic Zones Act, 2005 read with the Special Economic Zones Rules,

2006.

Applicability to companies governed under Special Acts

SS-2 is also applicable to Banking companies, Insurance companies, companies
engaged in generation or supply of electricity, companies governed by any
special Acts, if incorporated under the Act. However, if the provisions of these
special Acts such as the Banking Regulation Act, 1949, the Insurance Act, 1938,
etc. applicable to these companies are inconsistent with SS-2, then the provisions
of such special Acts shal prevail.

Applicability to the Meetings of class of Members, debenture holders
and creditors

The principles enunciated in SS-2 for General Meetings of Members are
applicable mutatis mutandis to Meetings of class of Members, debenture
holders and creditors.

A Meeting of Members or class of Members or debenture holders or creditors
of a company under the directions of the Court, Tribunal or any other prescribed
authority shal be governed by SS-2 without prejudice to any rules, regulations
and directions prescribed for and orders of, such Courts, Tribunals and other
authorities with respect to the conduct of such Meetings.

Effect of subsequent changes in the Act

SS-2 is in conformity with the provisions of the Act. However, if due to subsequent
changes in the Act, a particular Standard or any part thereof becomes
inconsistent with the Act, the provisions of the Act shal prevail over the Secretarial

Standards. Moreover, if any stipulation contained in SS-2 is derived from any
provision of law and if such provision is declared inapplicable to any class of
companies, such stipulation shal not apply to such class of companies.

The Ministry of Corporate Affairs (MCA), Government of India, in exercise of its
powers conferred by clauses (a) and (b) of sub–section (1) of Section 462 and in
pursuance to sub-section (2) of the said section of the Act, vide Notifications

No. G.S.R. 463(E), G.S.R. 464(E), G.S.R. 465(E) and G.S.R. 466(E) [(hereinafter

6

GUIDANCE NOTE ON GENERAL MEETINGS
referred to as MCA Notification(s)] dated 5th June, 2015, directed that certain
provisions of the Act shall not apply or shall apply with such exceptions,
modifications and adaptations as specified in the MCA Notification(s) to

Government Companies, Private companies, Nidhis and companies
incorporated under Section 8 of the Companies Act, 2013 respectively.

Further, MCA vide its Notification(s) dated 13th June, 2017 modified the above
cited Notification(s) dated 5th June, 2015 issued in respect of Government

Companies, Private Companies, and Section 8 Companies to place a restriction
that such exemptions shall be applicable to those companies which have not
committed a default in filing its Financial Statements or Annual Return with the

Registrar of Companies.

As stated earlier, by virtue of MCA Exemption Notifications No. G.S.R. 8(E) &

G.S.R. 9(E), dated 4th January, 2017, Specified IFSC public company and Specified

IFSC private company are also exempted from the applicability of Section 118(10)

of Companies Act, 2013 i.e. the compliance of Secretarial Standards.

Accordingly, if due to the MCA Notification(s) referred to herein above or

Notifications that may be issued in future, the provisions of the Standards or
any part thereof become inconsistent with any of the provisions of the Act, such
corresponding provisions of the Act read with the MCA Notification(s) shal
prevail.

SCOPE OF THE GUIDANCE NOTE

This Guidance Note should be read in the context of SS-2.

It elucidates, wherever necessary, the basis for setting a particular Standard,
explains the procedural and practical aspects and contains il ustrations. It also
integrates the replies to various queries raised by the stakeholders on the
particular Standard after the issuance of SS-2.

In this Guidance Note:

• Paragraph numbers (including sub-paragraph numbers and their
further sub-divisions) refer to the corresponding paragraphs under

SS-2.

• Extracts from the SS-2 have been set in Bold and Normal font type as
appearing in the SS-2 respectively.

• The Guidance text and analysis is set in italics.

GUIDANCE NOTE ON GENERAL MEETINGS

7

This Guidance Note is prepared on the basis of the relevant provisions of the

Act as amended up to 31st August, 2017 and the rules, circulars, clarifications
etc. issued by the MCA until 31st August, 2017.

In this Guidance Note, the applicable provision of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are given in special (three
layers) boxes at the respective places. These do not form part of the

Secretarial Standard and included herein for the purpose of Guidance only.

DEFINITIONS

The fol owing terms are used in this Guidance Note with the meaning specified:

“Act” means the Companies Act, 2013 (Act No. 18 of 2013) or any previous
enactment thereof, or any statutory modification thereto or re-enactment thereof
and includes any Rules and Regulations framed thereunder.

“Agency” means agency approved or recognised by the Ministry of Corporate

Affairs and appointed by the Board for providing and supervising electronic
platform for voting.

“Articles” means the Articles of Association of a company, as originally framed
or as altered from time to time, or applied in pursuance of any previous
company law or the Companies Act, 2013.

“Calendar Year” means calendar year as per Gregorian calendar i.e. a period
of one year which begins on 1st January and ends on 31st December.

“Chairman” means the Chairman of the Board or the Chairman appointed or
elected for a Meeting.

“Maintenance” means keeping registers and records either in physical or
electronic form, as may be permitted under any law for the time being in force,
and includes the making of necessary entries therein, the authentication of
such entries and the preservation of such physical or electronic records.

“Meeting” or “General Meeting” or “Annual General Meeting” or “Extra-Ordinary

General Meeting” means a duly convened, held and conducted Meeting of

Members.

“Minutes” means a formal written record, in physical or electronic form, of the
proceedings of a Meeting.

“Minutes Book” means a Book maintained in physical or in electronic form for
the purpose of recording of Minutes.

8

GUIDANCE NOTE ON GENERAL MEETINGS

“National Holiday” means Republic Day i.e. 26th January, Independence Day
i.e. 15th August, Gandhi Jayanti i.e. 2nd October and such other day as may be
declared as National Holiday by the Central Government.

“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;

(i ) the declaration of any dividend; (i i) the appointment of Directors in the place
of those retiring; and (iv) the appointment or ratification thereof and fixing of
remuneration of the Auditors.

Note: Annual Ratification is contemplated in law for ‘continuation of appointment’

of Auditors under Section 139(1) of the Act read with Rule 3(7) of the Companies

(Audit and Auditors) Rules, 2014. It falls within the scope of ‘appointment’ and
hence is an item of ‘ordinary business’ to be transacted at the Annual General

Meeting.

‘Ratification of appointment of auditor’ is therefore logical y included in the
definition of the term ‘ordinary business’ herein.

“Proxy” means an instrument in writing signed by a Member, authorising another
person, whether a Member or not, to attend and vote on his behalf at a Meeting
and also where the context so requires, the person so appointed by a Member.

“Quorum” means the minimum number of Members whose presence is
necessary for holding of a Meeting.

“Remote e-voting” means the facility of casting votes by a member using an
electronic voting system from a place other than venue of a general Meeting.

“Secretarial Auditor” means a Company Secretary in Practice or a firm of

Company Secretary(ies) in Practice appointed in pursuance of the Act to conduct
the secretarial audit of the company.

“Secured Computer System” means computer hardware, software, and
procedure that –

(a) are reasonably secure from unauthorised access and misuse;

(b) provide a reasonable level of reliability and correct operation;

(c) are reasonably suited to performing the intended functions; and

(d) adhere to generally accepted security procedures.

“Special Business” means business other than the Ordinary Business to be

GUIDANCE NOTE ON GENERAL MEETINGS

9
transacted at an Annual General Meeting and all business to be transacted at
any other General Meeting.

“Timestamp” means the current time of an event that is recorded by a Secured

Computer System and is used to describe the time that is printed to a file or
other location to help keep track of when data is added, removed, sent or
received.

“Voting by electronic means”, includes ‘remote e-voting’ and voting at the
general Meeting through an electronic voting system which may be the same
as used for remote e-voting.

“Voting by postal bal ot” means voting by bal ot, by post or by electronic means.

“Voting Right” means the right of a Member to vote on any matter at a Meeting
of Members or by means of e-voting or postal or physical ballot.

“Equity Listed Company” means a company which has any of its specified
securities i.e. equity shares and convertible securities listed on any
recognised stock exchange.

“Listing Regulations” means the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, including any amendment thereto or
modification thereof.

Words and expressions used and not defined herein shal have the same
meaning respectively assigned to them under the Act and / or the Listing

Regulations, as may be applicable.

References herein to Sections, Regulations and Listing Regulations relate
respectively to Sections of the Act, Regulations of Table F of Schedule I to the Act
and Listing Regulations, unless stated otherwise.

Words imparting the singular include the plural and words imparting any gender
include every gender.

Meanings of some of the terms used in this Guidance Note are placed at the
end of this Guidance Note under the heading “Glossary”.

10

GUIDANCE NOTE ON GENERAL MEETINGS

GUIDANCE ON THE PROVISIONS OF SS-2

1. Convening a Meeting

1.1 Authority

A General Meeting shal be convened by or on the authority of the Board.

The authority to convene a General Meeting of the company is with the Board.

A Director, Company Secretary, Manager or any other officer of the company
may be authorised by the Board to convene a General Meeting.

A Director, Company Secretary, Manager or any other officer of the company
shall not have the power to convene a General Meeting on his own.

In order to be a valid Meeting, the Notice of the Meeting should be given by a
person duly authorised by the Board.

It may be noted that this proposition holds good as the approval of the Board
is necessary for the issuance of the Notice including - the items of business
to be transacted, text of Resolutions and explanatory statement contained in
the Notice.

Necessity of properly constituted Board for cal ing a General Meeting

Unless the minimum number of Directors prescribed by the Act or the Articles,
as the case may be, has been appointed, the Board is not considered to be
ful y constituted.

If a Board, not properly constituted in accordance with law, convenes a Meeting,
such Meeting shal be irregular and the Resolutions passed thereat shall be
invalid.

The continuing Directors may act notwithstanding any vacancy in the Board;
but, if and so long as their number is reduced below the quorum fixed by the

Act for a meeting of the Board, the continuing Directors or Director may act for
the purpose of increasing the number of Directors to that fixed for the quorum,
or of summoning a general meeting of the company, but for no other purpose

[Regulation 69 of Table F of Schedule I to the Act].

The Board shal , every year, convene or authorise convening of a Meeting of its

Members called the Annual General Meeting to transact items of Ordinary

Business specifically required to be transacted at an Annual General Meeting
as well as Special Business, if any. If the Board fails to convene its Annual

General Meeting in any year, any Member of the company may approach the

GUIDANCE NOTE ON GENERAL MEETINGS

11
prescribed authority, which may then direct the calling of the Annual General

Meeting of the company.

Section 96 of the Act requires that the Annual General Meeting should be held
in each year. The term “Year” is not defined in the Act. Thus, the definition has
to be construed as per the General Clauses Act, 1897. Accordingly, the ‘Year’

should be considered as Calendar Year.

In case of any default in holding the Annual General Meeting in any year, any

Member of the company may approach the Tribunal for suitable directions.

The Board may also, whenever it deems fit, cal an Extra-Ordinary General

Meeting of the company.

Every General Meeting other than an Annual General Meeting shall be cal ed
an Extra-Ordinary General Meeting.

If at any time the number of Directors required to form a Quorum are not within

India, any Director or any two Members of the company may cal an Extra-

Ordinary General Meeting in the same manner, as nearly as possible, as that
in which such a Meeting may be called by the Board [Regulation 43(i ) of Table

F of Schedule I to the Act].

The Board shall, on the requisition of Members who hold, as on the date of the
receipt of a valid requisition,

(a) in the case of company having a share capital, not less than one-tenth
of the paid-up share capital carrying Voting Rights or

(b) in the case of a company not having share capital, not less than one-
tenth of total voting power of the company,
call an Extra-Ordinary General Meeting of the company.

This applies only with respect to cal ing an Extra-ordinary General Meeting.

It may be noted that the phrase ‘one-tenth of the paid-up share capital’, implies
that the total amount paid-up on shares held by requisitionists should not be
less than one-tenth of the total amount paid-up on al the shares of the company
which carry the right to vote.

A single shareholder may also file the requisition for convening the Meeting
provided that he has the requisite voting rights or voting power as per Section

100 of the Act.

As the reference in Section 100 of the Act is to shares which carry voting rights,

12

GUIDANCE NOTE ON GENERAL MEETINGS
holders of preference shares cannot join in requisitioning an Extra-Ordinary

General Meeting, except for those matters in respect of which they are entitled
to vote.

Section 100 does not distinguish between a requisitionist being a natural or an
artificial person. Therefore, an artificial person may also submit the requisition
with the company. Thus, in case a body corporate is a Member of another
company, it can file the requisition for convening a Meeting if it holds the
required voting rights or voting power.

Every Member of a company has a right to requisition an Extra-Ordinary General

Meeting in accordance with the provisions of the Act. He cannot be restrained
from requisitioning an Extra-Ordinary General Meeting and he is not bound to
disclose the reasons for the Resolutions proposed to be moved at the Meeting

[Life Insurance Corporation of India v. Escorts Ltd. and Others (1986) 59 Comp.

Cas. 548 (SC)].

The requisition to call an Extra-Ordinary General Meeting should be in writing
or through electronic means [Rule 17(1) of the Companies (Management and

Administration) Rules, 2014].

The Board cannot reject a requisition as invalid, except when the requisitionists
do not fulfil the eligibility criteria stipulated under Section 100 of the Act.

However, it has been held that the Board is within its rights to refuse to call and
hold an Extra-Ordinary General Meeting on the requisition of Members where
an order of injunction restraining the company from holding any Meeting is in
force [A.D. Chaudhary v. Mysore Paper Mil s Ltd. (1976) 46 Comp. Cas. 639

(Kar)].

If, on receipt of a valid requisition having been made in this behalf, the Board,
within twenty-one days from the date of such receipt, fails to call a Meeting on
any day within forty-five days from the date of receipt of such requisition, the
requisitionists may themselves cal and hold the Meeting within three months
from the date of requisition, in the same manner in which the Board should
have cal ed and held the Meeting.

The Board should, within twenty-one days from the date of receipt of a valid
requisition, call a Meeting on any day within forty-five days from the date of
receipt of such requisition. In case the Board fails to call the General Meeting
requisitioned by the Members, it can be called and convened by the
requisitionists.

GUIDANCE NOTE ON GENERAL MEETINGS

13

Rule 17(7) of the Companies (Management and Administration) Rules, 2014
provides that if the Meeting is not convened, the requistionists shal have a
right to receive list of members together with their registered address and
number of shares held and the company concerned is bound to give a list of
members together with their registered address made as on twenty first day
from the date of receipt of valid requisition together with such changes, if any,
before the expiry of the forty-five days from the date of receipt of a valid
requisition.

Where the Board has failed to convene the requisitioned Extra-Ordinary General

Meeting and the requisitionists convene the Meeting, then it becomes the duty
of the Board to provide the requisitionists with all the relevant information viz.

registered email addresses of members, number of shares held by them etc.

from the Register of Members.

Explanatory statement need not be annexed to the Notice of an Extra-Ordinary

General Meeting convened by the requisitionists and the requisitionists may
disclose the reasons for the Resolution(s) which they propose to move at the

Meeting.

There is, however, no bar on the addition of an Explanatory Note by the Board
in order to elucidate its position, in any manner, with respect to the proposals
contained in the requisition.

Such requisition shall not pertain to any item of business that is required to be
transacted mandatorily through postal bal ot.

1.2 Notice

1.2.1 Notice in writing of every Meeting shal be given to every

Member of the company. Such Notice shal also be given to
the Directors and Auditors of the company, to the Secretarial

Auditor, to Debenture Trustees, if any, and, wherever
applicable or so required, to other specified persons.

Notice for convening the Meeting should be given in writing to every person
entitled to such Notice.

Form of Notice

The Notice should be in writing, though no form has been prescribed for this
purpose. Oral intimation that it is proposed to have a general meeting is not a

Notice at al and consequently if any Meeting is held, it wil be invalid.

14

GUIDANCE NOTE ON GENERAL MEETINGS

Persons entitled to Notice

In terms of sub-section (3) of Section 101 of the Act, Notice of every Meeting of
the company should be given to –

(a) every Member of the company, legal representative of any deceased

Member or the assignee of an insolvent Member.

For the purpose of this Clause, ‘Member’ would include persons whose
shares have been transferred to the Investor Education and Protection

Fund of the Central Government or held by the company under the

‘Unclaimed Suspense Account’

(b) the Auditor or Auditors of the company; and

(c) every Director of the company.

In terms of sub-section (55) of Section 2 of the Act, Member includes the holder
of both equity and preference shares whose name is entered as a beneficial
owner in the records of a depository. Accordingly, holders of equity shares as
well as holders of preference shares are entitled to receive Notices of General

Meetings and to attend the Meetings. Further, Section 101 of the Act does not
qualify the term “Member” by a restrictive expression “entitled to vote”.

Accordingly, preference shareholders are entitled to receive Notices of, and to
attend, General Meetings, even if they are not entitled to participate in the
discussion or vote on any Resolution placed before the Meeting.

Further, the term Director includes all types of Directors in the company at the
time of dispatching of Notices i.e. Whole Time Director, Independent Director,

Nominee Director, Additional Director, Alternate Director, Woman Director etc.

In addition to the above, this paragraph of SS-2 requires Notice to be given to
the fol owing:

(i) Secretarial Auditor

In terms of paragraph 4.3 of SS-2, the Secretarial Auditor or his
authorised representative is required to attend the AGM. In case of
other General Meetings, Explanation to paragraph 4.3 states that the

Chairman may invite the Secretarial Auditor or his authorised
representative to attend, if he considers it necessary.

Notice of the General Meetings should therefore be sent to the

Secretarial Auditors, as an invitation to attend or for information, as the
case may be.

GUIDANCE NOTE ON GENERAL MEETINGS

15

(i ) Debenture Trustees

Debenture Trustees have a fiduciary responsibility towards the debenture
holders and in order to protect the interest of such debenture holders, the

Debenture Trustees should be made aware about the developments in the
company, by serving to them the Notice of the General Meeting, Notice of
postal ballot and their accompanying documents.

The expression “Auditors” used in this paragraph of SS-2 includes auditors
appointed for conducting cost audit pursuant to Section 148 of the Act.

It is also advisable to give notice to the Auditor(s) whose appointment is
proposed at the General Meeting.

In case of buyback/delisting etc., the Notice of General Meeting should also be
served on such shareholders who have offered their shares to the company
and whose shares are in escrow account, til the same is accepted by the
company.

The other recipients of the Notice may include-

(i) in the case of a Listed Company, the stock exchanges on which the
shares or other securities of the company are listed;

(i ) financial institutions, pursuant to a covenant in the agreement entered
into with them for availing financial assistance;

(i i) foreign col aborator(s), if the agreement with them provides for sending
of such Notices;

(iv) In case shares of the company are held in dematerialised form, NSDL
and CDSL, and in case the company has issued GDRs / ADRs / FCCBs,
then to such Depository(ies).

(v) holders of Stock Options of the company; and

(vi) any other recipient to whom the company has agreed to give Notice

(say, as per the terms of an agreement with any party).

In addition, a Court may direct issuance of Notice to some other persons such
as Court-appointed Chairman or observers. In such case the Notice should be
given accordingly.

In the case of Members, Notice shall be given at the address registered with
the company or depository. In the case of shares or other securities held jointly
by two or more persons, the Notice shall be given to the person whose name

16

GUIDANCE NOTE ON GENERAL MEETINGS
appears first as per records of the company or the depository, as the case may
be. In the case of any other person who is entitled to receive Notice, the same
shall be given to such person at the address provided by him.

Notice to Member which is a body corporate

Sub–section (1) of Section 20 of the Act provides that a document may be
served on a company at its Registered Office. Thus, Notice to a Member, which
is a body corporate should be given at its Registered Office.

Notice to representatives and assignees

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 al the joint holders.

In the absence of a Nominee, the Notice shal be sent to the legal representative
of the deceased Member.

Shares of a deceased shareholder come under the authority of the legal
representative. When the name of the person to whom shares of the deceased
shareholder are transmitted gets entered in the Register of Members, the
membership of the deceased shareholder stands terminated.

Where the joint shareholders have not appointed a nominee and where the
legal representatives of each of the joint shareholders are different, the notice
is to be forwarded to the legal representative of the first named shareholder.

In case of insolvency of a Member, the Notice shal be sent to the assignee of
the insolvent Member.

In case the Member is a company or body corporate which is being wound up,
notice shal be sent to the liquidator.

Notice when Meeting is adjourned

When the Meeting is adjourned for thirty days or more, fresh Notice of the
adjourned Meeting should be given in the manner specified. (This matter is
discussed at length under the heading “Adjournment of Meetings”).

GUIDANCE NOTE ON GENERAL MEETINGS

17

Irregular Notice

Some instances of irregular Notice are as under:

(1) When the Notice of General Meeting is issued without authorisation by
the Board.

(2) When the Notice is issued by an invalidly constituted Board.

(3) When the appointment of a Director who has signed the Notice is void
and the Notice gets issued even after discovery of invalidity.

(4) When the Notice is not in accordance with the Act.

A Meeting called and held without adequate Notice and Resolutions passed at
such Meetings wil be invalid [Parmeshwari Prasad Gupta v. the Union of India

1973 AIR 2389].

In situations where the company is unable to send Notice to a Member whose
registered address is situated in enemy territory, on grounds of force majeure,
there is no violation of the requirement relating to Notice. Further, if the right of
some Members to receive Notice is suspended by operation of law, the
company can carry on its business without serving Notice on such Members

[Re. Anglo International Bank (1943) Ch. 233 CA; (1943) 2 Al ER 88].

Great care should be taken to ensure that notice of the Meeting is served on all
the persons entitled to receive it. If non-receipt of Notice by persons entitled to
receive such notice is proved and the same is due to some default of the
company, the proceedings of such General Meeting may be held invalid.

Chal enge to the validity of a Notice

Those who seek to chal enge the validity of a Notice should act promptly.

Effect of MCA Notification - Nidhi Companies

In case of a Nidhi, Notice may be served individual y only on Members who
hold shares of more than one thousand rupees in face value or more than one
percent of the total paid-up share capital of the company, whichever is less. For
other Members, Notice may be served by a public notice in newspaper
circulated in the district where the Registered Office of the company is situated
and by displaying the same on the Notice Board of the company.

The Central Government has exempted Nidhi companies from sending
individual Notices to members holding shares of less than one thousand rupees
of face value or less than one percent of the total paid up share capital of the
company. (In line with MCA Notification No. G.S.R. 465(E) dated June 5, 2015)

18

GUIDANCE NOTE ON GENERAL MEETINGS

Regulation 29(1)(d) of Listing Regulations: Prior Intimation

Equity Listed Company should give prior intimation to stock exchange(s)

about the General Meetings proposed to be held for obtaining shareholder
approval for further fund raising indicating the type of issuance.

Intimation may be given immediately after Board’s approval for convening
of General Meeting.

Equity Listed Company should also send a copy of the Notice of General

Meeting to stock exchange(s) as soon as possible and not later than 24
hours of despatch of the said Notice to the shareholders. (In line with

Schedule I I (Part A) of Listing Regulations).

1.2.2 Notice shal be sent by hand or by ordinary post or by speed
post or by registered post or by courier or by facsimile or by
e-mail or by any other electronic means. ‘Electronic means’

means any communication sent by a company through its
authorised and secured computer programme which is capable
of producing confirmation and keeping record of such
communication addressed to the person entitled to receive
such communication at the last electronic mail address provided
by the Member.

Mode of Issuing Notice

Notice may be served by various modes, such as hand delivery, post, facsimile,
e-mail or any other electronic means. Notice may even be sent through courier.

However, if the Articles of the company prescribe the mode by which Notice
has to be given, it should be given accordingly. Similarly, if any agreement to
which the company is a party requires the company to deliver the Notice to
any person including Joint Venture Partner/Investor in a specific manner, it
should be given accordingly.

Notice may be sent through e-mail as a text or as an attachment to an email or
as a notification providing electronic link or Uniform Resource Locator (URL) for
accessing such notice.

Further, where Notice is sent through e-mail, the subject line in such e-mail
should state the name of the company, Notice of the type of Meeting, place
and the date on which the Meeting is scheduled [Rule 18(3)(i ) of the Companies

(Management and Administration) Rules, 2014].

GUIDANCE NOTE ON GENERAL MEETINGS

19

If Notice is sent in the form of a non-editable attachment to e-mail, such
attachment should be in the Portable Document Format (PDF) or in a non-
editable format together with a ‘link or instructions’ for recipient for downloading
relevant version of the software [Rule 18(3)(i i) of the Companies (Management
and Administration) Rules, 2014].

The company shall ensure that it uses a system which produces confirmation
of the total number of recipients e-mailed and a record of each recipient to
whom the Notice has been sent and copy of such record and any Notices of
any failed transmissions and subsequent re-sending shal be retained by or on
behalf of the company as ‘ proof of sending’’ for such period as decided by the

Board, which shal not be less than three years from the date of the Meeting.

In cases where the Notice is sent by e-mail or any other electronic means, the
proof of sending of the Notice is required to be maintained by the company.

Proof of sending of the Notice should be preserved for such period, as decided
by the Board, which should not be less than three years from the date of the

Meeting. In case any legal proceedings in connection with the same are
pending, this proof should be maintained til complete disposal of the
proceedings, including accounting for limitation period for any appeals. The
proof may be maintained in soft form.

Notice shall be sent to Members by registered post or speed post or courier or
e-mail and not by ordinary post in the fol owing cases:

(a) if the company provides the facility of e-voting;

(b) if the item of business is being transacted through postal ballot.

If a Member requests for delivery of Notice through a particular mode, other
than the one fol owed by the company, he shall pay such fees as may be
determined by the company in its Annual General Meeting and the Notice
shall be sent to him in such mode.

Where a Member indicates to the company in advance that Notice shall be
sent to him through a particular mode other than the one fol owed by the
company, service of Notice would not be deemed to be effected unless the
company serves the Notice in the manner specified by the Member. However,
the Member should pay such fee for the particular mode of delivery of notice,
as may be determined by the company in its Annual General Meeting. In case
no such fee is determined, notice should be sent free of cost through the mode
requested by the member.

20

GUIDANCE NOTE ON GENERAL MEETINGS

Notice shall be sent to Members by registered post or speed post or e-mail if
the Meeting is called by the requisitionists themselves and where the Board
had not proceeded to call the Meeting.

In terms of sub-rule (8) of Rule 17 of the Companies (Management and

Administration) Rules, 2014, the Notice of the Meeting called by requisitionists
should be given by speed post or registered post or through electronic
means.

Addresses for sending Notice by electronic means

In case the Notice and accompanying documents are given by e-mail, these
shall be sent at the Members’ e-mail addresses, registered with the company
or provided by the depository, in the manner prescribed under the Act.

A company is required to provide an advance opportunity at least once in a
financial year, to the Member to register his email address or to update a fresh
email id with the company or get such details updated with the depository

[Rule 18(3)(i) of the Companies (Management and Administration) Rules, 2014].

Notice of the General Meeting should contain a Note in this regard.

If a Member does not provide an updated e-mail address, the company shal
not be in default for non-receipt of such Notice by the Member.

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 means.

1.2.3 In case of companies having a website, the Notice shal
simultaneously be hosted on the website til the conclusion of
the Meeting.

The Notice of the General Meeting of the company should be simultaneously
placed on the website, if any, of the company and on the website as may be
notified by the Central Government [Rule 18(3)(ix) of the Companies

(Management and Administration) Rules, 2014].

Thus, if the company has a website, Notice is required to be hosted on the
website til the conclusion of the Meeting.

Effect of MCA Notification

In case of a private company, the Notice shall be hosted on the website of the
company, if any, unless otherwise provided in the Articles.

GUIDANCE NOTE ON GENERAL MEETINGS

21

1.2.4 Notice shal specify the day, date, time and full address of
the venue of the Meeting.

Notice of Annual General Meeting shal also specify the serial number of the

Meeting.

Day/date and Time

The Notice should state explicitly the day, date, time and venue of the Meeting.

In the absence of any of these particulars, the Meeting would be invalid. In a

Notice where the day of the Meeting is incorrectly stated, i.e. where the day of
the week does not match the date and month given, that Notice is bad in law.

An Annual General Meeting and a Meeting cal ed by the requisitionists shal
be cal ed during business hours, i.e., between 9 a.m. and 6 p.m., on a day that
is not a National Holiday.

An Annual General Meeting and a Meeting called by the requisitionists can be
held on any day, including a public holiday or on a Sunday, unless such day is
a National Holiday.

Sub-section (2) of Section 96 of the Act requires the Annual General Meetings
to be held during business hours on a day that is not a National Holiday.

Explanation to Rule 17(2) of Companies (Management and Administration) Rules,

2014 prescribes that a Meeting cal ed by the requisitionists should be convened
on any day except National Holiday.

Every Notice of a Meeting should state a specific time at which the Meeting is
to commence, for example, 11:00 a.m.

Where the Notice of a General Meeting did not specify the hour of the Meeting,
the Notice was invalid and any Resolution passed at such Meeting was also
invalid [Prachi Insurance Co. Ltd. v. Chaudhary Madhusudan Das, (1964) 2

Comp L J 157 (Orissa)].

The time mentioned in the Notice is the time for commencement of the Meeting.

MCA has clarified that ‘time’ indicates only the hour of commencement of the

Meeting [Letter of the then Department of Company Affairs, No.8/16(1)/61-PR
dated 9-5-1961].

The company should start its Meeting during the business hours but it is not
necessary that the Meeting ends within the business hours; the Meeting may
end even after the business hours.

22

GUIDANCE NOTE ON GENERAL MEETINGS

Place

Notice shall contain complete particulars of the venue of the Meeting including
route map and prominent land mark, if any, for easy location, except in case of:

(i) a company in which only its directors and their relatives are members;

(i ) a whol y owned subsidiary.

Every Notice of a Meeting should specify the place of the Meeting. The expression

‘place’ means the exact location or ful postal address where the Meeting is to
be held, so as to enable a person to locate the venue of the Meeting without
any difficulty.

The company cannot fix a place for a Meeting which is prohibited by the Articles
of the company [Re: Aidqua Holdings (Mauritius) Inc v. Tamil Nadu Water

Investment Co. Limited (2008) 142 Comp. Cas. 497: (2008) 83 SCL 434 (CLB)].

Giving the route-map and prominent landmark in the Notice is a good practice
benefitting the Members. Though e-voting is mandatory in case of certain
companies, many Members may stil prefer to attend the Meeting physical y.

Most of the times, it is observed that there is no fixed venue for General Meetings.

The registered office of companies is also sometimes located in remote areas.

Providing a route map and prominent landmark would enable easy location of
the venue by those who wish to attend the Meeting. The objective is to ensure
that they are able to reach the venue at the appointed time without much dif iculty.

Since the spirit of the Standard is to enable easy location, the route-map and
prominent landmark is not requiredin case of a whol y owned subsidiary or in
case of a company where only its directors and their relatives are members of
the company. However, such companies would need to disclose complete
particulars of the venue of the Meeting in the Notice.

If the venue of the Meeting is not at an easy location, then in all cases the
route-map and prominent landmark should be provided for the convenience of
members.

Il ustration

Mr. X, Ms. Y (wife of Mr. X) and Mr. C (son of X & Y) are the Directors of

XYZ Ltd. They are also the Members of XYZ Ltd. alongwith 4 other persons
who are brothers and sisters of Mr. X. XYZ Ltd. proposes to hold the

General Meeting at the residence of Mr. X.

GUIDANCE NOTE ON GENERAL MEETINGS

23

In this case, since only the directors and their relatives are members of the
company and the residence of Mr. X is generally known to all Members of

XYZ Ltd. and can be easily located, the route-map and prominent landmark
is not required to be provided in the Notice.

Annual General Meetings shall be held either at the registered office of the
company or at some other place within the city, town or vil age in which the
registered office of the company is situated, whereas other General Meetings
may be held at any place within India. A Meeting cal ed by the requisitionists shal
be held either at the registered office of the company or at some other place within
the city, town or vil age in which the registered office of the company is situated.

Annual General Meeting can be held at any place within the postal limits or
local limits of the city, town or vil age in which the Registered Office of the
company is situated and where these two limits do not coincide, within the
wider of the two limits [Circular of the then Department of Company Affairs -

No. 1/1/80-CL-V, dated 16 February, 1981].

Explanation to Rule 18 of the Companies (Management and Administration)

Rules, 2014 prescribes that the Extra-Ordinary General Meeting should be held
at a place within India. Thus, an Extra-Ordinary General Meeting should be
held only in India though not necessarily within the city, town or vil age in
which the Registered Office of the company is situated.

Notice of a company which has a share capital or the Articles of which provide
for voting at a Meeting by Proxy, shal prominently contain a statement that a

Member entitled to attend and vote is entitled to appoint a Proxy, or where that
is allowed, one or more proxies, to attend and vote instead of himself and that
a Proxy need not be a Member.

Where a Member cannot attend the Meeting in person, he is entitled to appoint
a Proxy to attend on his behalf. Every Notice calling a Meeting should state that
any Member entitled to attend and vote is entitled to appoint another person as
a Proxy [Sub-section (1) of Section 105 of the Act].

Effect of MCA Notification

In case of a Government company, the Annual General Meeting shall be held
at its registered office or any other place with the approval of the Central

Government, as may be required in this behalf. [In line with MCA Notification

No. G.S.R. 463(E) dated June 5, 2015.]

24

GUIDANCE NOTE ON GENERAL MEETINGS

However, MCA vide its Notifications No. G.S.R. 582(E) dated 13th June, 2017
modified the above cited Notification dated 5th June, 2015 to provide that in
case of a Government company, the Annual General Meeting (AGM) shall be
held at its registered office or some other place within the city, town or vil age
in which the registered office of the company is situated or at any other place
with the approval of the Central Government.

Accordingly, now there is no need of Central Government approval, if a

Government Company is holding its AGM within the city, town or vil age in
which registered office of the company is situated.

In case of a private company, the Notice shall specify the entitlement of a
member to appoint proxy in accordance with this para, unless otherwise
provided in the Articles.

In case of a private company, the Articles may contain a provision as to the
entitlement of members to appoint proxy. In such a case, the Notice of General

Meetings should contain matters in accordance with the Articles [In line with

MCA Notification No. G.S.R. 464(E) dated June 5, 2015].

1.2.5 Notice shal clearly specify the nature of the Meeting and the
business to be transacted thereat. In respect of items of Special

Business, each such item shal be in the form of a Resolution
and shal be accompanied by an explanatory statement which
shal set out al such facts as would enable a Member to
understand the meaning, scope and implications of the item
of business and to take a decision thereon. In respect of items
of Ordinary Business, Resolutions are not required to be stated
in the Notice.

A Notice, in order to be valid, should clearly state the nature or type of Meeting
i.e. Annual General Meeting or Extra-Ordinary General Meeting and the business
to be transacted at such Meeting, and should give al material information so
as to enable such items of business to be ful y understood by the Members.

In the case of an Annual General Meeting which is convened within the
extended period as granted by the Registrar of Companies under the third
proviso to sub-section (1) of Section 96 of the Act, the Notice convening such

Annual General Meeting should include the fol owing information:

(a) the fact that such an extension of time has been sought and the reasons
therefor;

GUIDANCE NOTE ON GENERAL MEETINGS

25

(b) whether the Meeting is being convened within the extended time;

(c) any other relevant information.

Nature of business to be transacted at a Meeting and types of Resolution

In the case of an Annual General Meeting, the business to be transacted at the

Meeting should be divided into two parts – Ordinary Business and Special

Business. Al business other than Ordinary Business shall be Special Business.

However, in case of an Extra-Ordinary General Meeting, all business shall be

Special Business.

Each item of Special Business should be in the form of Resolution. The

Resolutions are broadly of two types: Ordinary Resolutions and Special

Resolutions. Ordinary and Special Resolutions have been defined under Section

114 of the Act. Broadly, Ordinary Resolutions are required to be passed by
simple majority, whereas Special Resolutions are required to be passed by
three–fourth (3/4th) majority. In case of a Special Resolution, the Notice of the

Meeting should state that a particular Resolution is proposed to be passed as
a Special Resolution [Clause (a) of sub-section (2) of Section 114 of the Act].

Explanatory statement

The detailed particulars in respect of Ordinary Business may be given in the

Notice itself or may be given in the Board’s Report. In such cases, explanatory
statement need not be given. For example, the item of business in relation to
dividend may be stated in the Notice merely as “To declare a dividend”, in
which case, in the Board’s Report, ful details should be given regarding the
rate/amount of dividend recommended by the Board of Directors.

In respect of Special Business, an explanatory statement should be annexed to
the Notice of the Meeting [Sub-section (1) of Section 102 of the Act].

Such explanatory statement should be issued by the same person who has
been authorised to issue the Notice and in the same manner in which he has
issued the Notice.

The underlying objective behind Section 173 of the Companies Act, 1956

(corresponding to Section 102 of the Act) is that the shareholders may have
before them all material facts so as to enable them to form a judgment on the
item of business before them. Any fact which would influence their decision, one
way or the other, would be a material fact under the Act and has to be set out in
the explanatory statement attached to the Notice of the Meeting [Firestone Tyre
and Rubber Co. v. Synthetics and Chemicals Ltd. (1971) 41 Comp. Cas. 377 (Bom)].

26

GUIDANCE NOTE ON GENERAL MEETINGS

Material facts general y include the present facts which are necessary for the
shareholders to know and which may affect the decision of the shareholders
but do not include the reasons for which the company entered into the contract
with such party [In Re. Laljibhai C. Kapadia v. Lalji B. Desai [1973] 43 Comp.

Cas. 17 (Bom)].

Material facts have to be given, but not detailed explanations [East India

Commercial Co. Pvt. Ltd. v. Raymon Engineering Works Limited AIR 1966 Cal

232].

In relation to a General Meeting called on the basis of a valid requisition, there
is no duty on the part of the Board of Directors to furnish an explanatory statement
even though item(s) of business proposed to be transacted at any such General

Meeting wil be deemed to be a Special Business.

When the requisitionists are calling the Meeting, it is not necessary for them to
annex the explanatory statement along with the Notice. It is not duty of the
requisitionists to provide the explanatory statement also [Life Insurance

Corporation of India v. Escorts Ltd. (1986) 59 Comp. Cas. 548 (SC)].

A Notice issued and explanatory statement attached to it can be condemned
as tricky, if the same is likely to mislead shareholders or if there is an omission
to state the facts which would enable shareholders to decide if they would
attend Meeting or not [M. R. Goyal v. Usha Internationals Ltd. (1998) 93 Comp.

Cas. 634 (Del)].

It is a duty cast on the management to disclose, in an explanatory note, al
material facts relating to the Resolution coming up before the General Meeting
so as to enable the shareholders to form a judgment on the business before
them [Life Insurance Corporation of India v. Escorts Ltd. and others (1986) 59

Comp. Cas. 548 (SC)].

The explanatory statement accompanying the Notice is not to be read in
isolation and has to be read along with the item included in the agenda of
business to be transacted at the Meeting [Rajiv Nag v. Quality Assurance Institute

(India) Ltd. (2002) 37 SCL 25 (Del)].

Where the notice is published in a newspaper by the company, such explanatory
statement need not be published in the newspaper. It should be mentioned in
the newspaper that the notice along with explanatory statement has been sent
to the Members.

GUIDANCE NOTE ON GENERAL MEETINGS

27

Matters to be contained in the explanatory statement

The nature of the concern or interest (financial or otherwise), if any, of the
fol owing persons, in any special item of business or in a proposed Resolution,
shall be disclosed in the explanatory statement:

(a) Directors and Manager;

(b) Other Key Managerial Personnel; and

(c) Relatives of the persons mentioned above.

Material facts, including the nature of interest or concern of a Director, are
questions of facts, and therefore, while preparing the explanatory statement,
not only the information derived from records be stated but also sufficient
enquiry should be made to understand the nature of such interest or concern
of any Director and of any Key Managerial Personnel.

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.

If the shareholding in that other company, of the persons specified in this
paragraph of SS-2, individual y or col ectively, exceeds or is equal to two percent,
the extent of such shareholding should be disclosed in the explanatory
statement.

Il ustration

XYZ Ltd. proposes to enter into a contract with PQR Ltd. Mr. X and Mr. Y,
who are promoters of XYZ Ltd. hold 1.5% and 0.5% of the total paid-up
share capital of PQR Ltd. respectively. In this case, the shareholding of
both, Mr. X and Mr. Y should be disclosed in the explanatory statement of
the Notice of General Meeting of XYZ Ltd., since the extent of their
shareholding col ectively is not less than two percent of the paid-up share
capital of PQR Ltd.

For this purpose, the shareholding includes preference shares and shares with
differential voting rights, if any.

Where reference is made to any document, contract, agreement, the

28

GUIDANCE NOTE ON GENERAL MEETINGS

Memorandum of Association or Articles of Association, the relevant explanatory
statement shall state that such documents are available for inspection and
such documents shall be so made available for inspection in physical or in
electronic form during specified business hours at the Registered Office of the
company and copies thereof shall also be made available for inspection in
physical or electronic form at the Head Office as wel as Corporate Office of the
company, if any, if such office is situated elsewhere, and also at the Meeting.

This has been incorporated with the intent of wider coverage and for
convenience of Members who visit such offices, and would also enhance
disclosures on the part of the company.

Sometimes, the company may have a separate Head Office or Corporate Office
located elsewhere than the Registered Office. In such cases, copies of the
aforesaid documents, contracts, agreements, the Memorandum of Association
or Articles of Association should also be made available for inspection at the

Head Office and the Corporate Office for the benefit of those Members who
may find it more convenient to visit these offices.

In such a case, the time during which and the place at which Members can
inspect such documents should be mentioned in the explanatory statement.

Such documents should be made available for inspection for not less than two
hours during business hours.

The requirement of furnishing an explanatory statement cannot be dispensed
with merely by giving an opportunity to Members to inspect the material
documents at the registered office of the company [See Circular of the then

Department of Company Affairs-No. F12(59)-CL-VI/63, dated 17 October, 1963].

Effect of MCA Notification

In case of a private company, explanatory statement shal comply with the
above requirements, unless otherwise provided in the Articles.

In case of a private company, the Articles may contain a provision as to the
contents of explanatory statement to the Notice of General Meetings. In such a
case, the Notice of General Meetings should contain such matters as provided
in the Articles [In line with MCA Notification No. G.S.R. 464(E) dated June 5,

2015].

In al cases relating to the appointment or re-appointment and/or fixation of
remuneration of Directors including Managing Director or Executive Director or

Whole-time Director or of Manager or variation of the terms of remuneration,

GUIDANCE NOTE ON GENERAL MEETINGS

29
details of each such Director or Manager, including age, qualifications,
experience, terms and conditions of appointment or re-appointment along
with details of remuneration sought to be paid and the remuneration last
drawn by such person, if applicable, date of first appointment on the Board,
shareholding in the company, relationship with other Directors, Manager and
other Key Managerial Personnel of the company, the number of Meetings of
the Board attended during the year and other Directorships, Membership/

Chairmanship of Committees of other Boards shal be given in the explanatory
statement.

The above requirement wil not be applicable in case of a Director who retires
by rotation and offers himself for re-appointment. Further, if a Director, who
retires by rotation, is not proposed to be re-appointed or is not interested in
being re-appointed, such fact should be clearly stated in the Notice. Further, the

Notice should also specify whether the company has decided to fil up the said
vacancy or not. If the company has decided to fil up the vacancy, the person
who is proposed to be appointed as a Director in the said vacancy should also
be specified in the Notice.

Regulation 26 of Listing Regulations: Obligations with respect to

Directors and Senior Management

Shareholding of Non-executive directors, held either by them or on a
beneficial basis for any other persons in the Equity Listed Company in
which they are proposed to be appointed as directors, should be disclosed
in the Notice of the General Meeting convened for appointment of such
director.

Regulation 36 of Listing Regulations : Documents & Information to
shareholders

In the case of appointment of a new director or re-appointment of a
director, the shareholders must also be provided with the fol owing
information:

(a) a brief resume of the director;

(b) nature of his expertise in specific functional areas;

(c) disclosure of relationships between directors inter-se;

(d) names of listed companies in which the person also holds the
directorship and the membership of Committees of the board

30

GUIDANCE NOTE ON GENERAL MEETINGS
viz. Audit Committee and Stakeholders Relationship Committee;
and

(e) shareholding of non-executive directors.

Such information shal be stated in the explanatory statement to the Notice
of the General Meeting convened for appointment of such directors.

Such information however is not required to be provided in case of
directors retiring by rotation and being eligible offering themselves for re-
appointment.

If the aforesaid details are given in the Annual Report, it would be sufficient
if appropriate reference is drawn to the particular portion of the Annual

Report in the explanatory statement to the Notice.

In case of appointment of Independent Directors, the justification for choosing
the appointees for appointment as Independent Directors shall be disclosed
and in case of re-appointment of Independent Directors, performance evaluation
report of such Director or summary thereof shall be included in the explanatory
statement.

Schedule IV to the Act provides that, on the basis of the report of performance
evaluation, it should be determined whether to extend or continue the term of
appointment of the Independent Director.

Re-appointment of the Independent Director would be recommended by the

Board only when there is a positive evaluation by the Board. Therefore,
performance evaluation report of Independent Director is important and the
same or a summary thereof should be included in the explanatory statement.

Further, as stated above, in the case of listed companies detailed resume and
particulars of Directors proposed to be appointed/re-appointed at the General

Meeting have to be given. The most appropriate place for giving such
information is the explanatory statement.

In case major amendments are proposed in the Articles, the details thereof
should be given in the explanatory statement.

Al Resolutions and the explanatory statement should be framed in simple and
intel igible language so as to enable Members to understand the meaning,
scope and implications of the proposed items of business.

Where Notice is accompanied by the Annual Report and if the details required

GUIDANCE NOTE ON GENERAL MEETINGS

31
under this paragraph of SS-2 are given in the Annual Report, it would be
sufficient if appropriate reference is drawn in the explanatory statement to the
particular portion of the Annual Report.

Validity of a Meeting held without explanatory statement

Wherever the Act requires certain specific items to be considered by the
company and to explain these in the explanatory statement, the same should
be included, failing which the Notice shal be invalid.

Moreover, non furnishing of an explanatory statement or furnishing of an
inadequate explanatory statement may be fatal to the validity of the very

Resolution passed, even though the Meeting might have otherwise been validly
cal ed and held.

In the interest of shareholders, all material facts concerning the transaction
need to be placed before them so that they may, of their own capacity, arrive at
a judgment without the influence of the management and therefore any
contravention in this regard should lead to a nul ification of proceedings [Sheth

Mohanlal Ganpatram v. Shri Sayaji Jubilee Cotton and Jute Mil s Co. Ltd. (1974)

34 Comp. Cas. 777 (Guj)].

A minor defect arising out of absence of strict conformity with the provisions of

Section 173 of the Companies Act, 1956 (corresponding to Section 102 of the

Act) may, however, not render the Resolution nul and void [Joseph Michael v.

Travancore Rubber and Tea Co. Limited (1986) 59 Comp. Cas. 898 (Ker)].

1.2.6 Notice and accompanying documents shal be given at least
twenty-one clear days in advance of the Meeting.

A General Meeting should be called by giving at least twenty-one clear days’

Notice of the Meeting.

Manner of computation of twenty-one clear days

For the purpose of reckoning twenty-one days clear Notice, the day of sending
the Notice and the day of Meeting shall not be counted.

The expression “twenty-one clear days”, means that the date of service of

Notice and the date of the Meeting are to be excluded when calculating the
period of twenty-one days [N.V.R. Naggappa Chettair v. Madras Race Club

(1949) 19 Comp. Cas. 175 (Mad)].

Further, fractions of days are not to be taken into account i.e. part of the day
after the hour at which the Notice is posted cannot be combined with the part

32

GUIDANCE NOTE ON GENERAL MEETINGS
of the day before the Meeting commences, to form one day. Each of these days
should be a ful or a calendar day [Bharat Kumar Dilwali v. Bharat Carbon &

Ribbon Mfg. Co. Ltd. (1973) 43 Comp. Cas. 197 (Del)].

Intervening holidays are counted within the period of Notice.

Il ustration

If a Meeting is to be held on the 25th of a month, Notice should be given
on or before 3rd of the same month i.e. at least twenty three days before
the date of the Meeting.

Il ustration

ABC Ltd. issued a Notice on 1st August, 2017 to hold its General Meeting
on 23rd August, 2017. Check the validity of the Notice, in case it is sent by
email.

Date of holding General Meeting: 23rd August, 2017

Date of dispatch of notice: 1st August, 2017

Days to be excluded:

(a) Day of holding General Meeting i.e. 23rd August, 2017

(b) Day of dispatch of notice i.e. 1st August, 2017

Number of days notice given: 21 days. The Notice is valid.

Addition of two days for Notice Posted

Further in case the company sends the Notice by post or courier, an additional
two days shall be provided for the service of Notice.

Addition of two days in case the company sends the Notice by post or courier
is in line with Rule 35(6) of the Companies (Incorporation) Rules, 2014 which
provides that in case of delivery by post, such service shall be deemed to have
been effected in the case of a Notice of a Meeting, at the expiration of forty
eight hours after the letter containing the same is posted.

Il ustration

If a Meeting is to be held on the 25th of a month, Notice should be posted
on or before 1st of the same month i.e. at least twenty five days before the
date of the Meeting.

GUIDANCE NOTE ON GENERAL MEETINGS

33

Il ustration

ABC Ltd. issued a Notice on 1st August, 2017 to hold its General Meeting
on 24th August, 2017. Check the validity of the Notice, in case it is sent by
post.

Date of holding General Meeting: 24th August, 2017

Date of dispatch of Notice: 1st August, 2017

Days to be excluded:

(a) Day of holding General Meeting i.e. 24th August, 2017

(b) Day of dispatch of Notice i.e. 1st August, 2017

(c) 2 days for service of Notice i.e. 2nd & 3rd August, 2017

Number of days’ Notice given: 20 days

21 clear days’ Notice is required under section 101 of the Act. Therefore it
is not a case of valid Notice. However, shortfall of 1 day in the given case
can be condoned if consent is given for such shorter Notice by at least

95% of the members entitled to vote at such General Meeting in
accordance with Paragraph 1.2.7 of SS-2.

“Posted” is taken to mean the delivery of the envelope to an authorised official
of a post office or a courier agency, which need not necessarily be the post box
or the post office or the courier agency office situated within the city where the

Registered Office of the company is situated. When mail is posted in bulk for
franking by the post office or the courier agency, it is not sufficient to rely
merely on the date indicated on the seal impressed on the envelope; a certificate
should be obtained.

Where Notices are posted on time, the fact that some Members received them
late wil not affect the validity of the Notice or the Meeting [Calcutta Chemicals

Co. Ltd. v. Dhiresh Chandra Roy (1985) 58 Comp. Cas. 276 (Cal) and Maharaja

Exports and Another v. Apparels Exports Promotion Council (1986) 60 Comp.

Cas. 353 (Del)].

The fact that Notice of a Meeting of shareholders to be held under directions of
the Court for consideration of a scheme of amalgamation was delivered late to
a shareholder owing to postal delay or omissions on the part of postal authorities
would not invalidate the Meeting [Maknam Investments Ltd., In Re. (1996) 87

Comp. Cas. 689 (Cal)], nor would the company be responsible for a necessary

34

GUIDANCE NOTE ON GENERAL MEETINGS
dependence on a third party agency for due services of Notice [Somalingappa

Shiva Putrappa Mugabasav v. Shree Renuka Sugars Ltd. (2002) 110 Comp. Cas.

371 (Kar)].

Though a Notice shall be deemed to be given at the expiry of forty-eight hours
after the envelope containing the Notice was posted, in some circumstances

(such as civil disturbance, curfew etc.), where the senders of the Notice know
that the envelope has not been “received” by the post, this deeming provision
is inoperative and not to be relied upon [Re. Thundercrest Ltd. (1995) 1 BCLC 117

(Ch D) and Bradman v. Trinity Estate Plc (1989) BCLC 33].

Serving of Notice through advertisement

Where the Notice is also published in a newspaper, twenty-one clear days
should be reckoned from the date on which such advertisement appears.

Such advertisement may also contain information regarding the days during
which the Register of Members would remain closed or the date fixed as the
record date, which is the last date by which changes in the status of Members
are recorded by the company.

Notice Period in the Articles

The Articles of the company may provide for a longer Notice period in which
case the Articles should be complied with. A longer Notice period wil be
beneficial for the shareholders as they wil get sufficient time to take the decisions
regarding the matters to be considered at the General Meeting of the company.

Effect of MCA Notification

In case of a private company, the period of sending Notice including
accompanying documents shal be as stated above, unless otherwise provided
in the Articles.

In case of a private company, the Articles may contain a provision as to the

Notice period of General Meetings. In such a case, the Notice of General

Meetings should be issued in accordance with the Articles [In line with MCA

Notification No. G.S.R. 464(E) dated June 5, 2015].In case of Nidhis, in respect of

Members who do not individual y or jointly hold shares of more than one
thousand rupees in face value or more than one percent of the total paid-up
share capital whichever is less, it shal be sufficient compliance with the
provisions of Section 136, if an intimation is sent by public notice in newspaper
circulated in the district in which the Registered Office of the Nidhi is situated
stating –

GUIDANCE NOTE ON GENERAL MEETINGS

35

(i) the date, time and venue of Annual General Meeting;

(i ) that the financial statement with its enclosures can be inspected at the

Registered Office of the company;

(i i) that the financial statement with enclosures are affixed at the Notice

Board of the company; and

(iv) a Member is entitled to vote either in person or through Proxy.

[ In line with MCA Notification No. G.S.R. 465(E) dated June 5, 2015].

Special Notice

In case a valid special notice under the Act has been received from Member(s),
the company shall give Notice of the Resolution to al its Members at least
seven days before the Meeting, exclusive of the day of dispatch of Notice and
day of the Meeting, in the same manner as a Notice of any General Meeting is
to be given.

A Special Notice may be received by the company, signed, either individually
or col ectively, by such number of Members holding not less than one percent
of total voting power or holding shares on which aggregate sum of not less
than five lakh rupees has been paid up on the date of the Notice [Rule 23(1) of
the Companies (Management and Administration) Rules, 2014]. In such a case,
the item proposed by a Member should be transacted at the Meeting, although
such item does not form part of the Notice of the Meeting.

However, such Notice should be sent by members to the company not earlier
than three months but at least fourteen days before the date of the Meeting at
which the Resolution is to be moved, exclusive of the day on which the Notice
is given and the day of the Meeting [Rule 23(2) of Companies (Management
and Administration) Rules, 2014].

Notice for such item received, if any, should be given by the company to its

Members individually at least seven clear days before the Meeting.

Where this is not practicable, the Notice shal be 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, at least seven
days before the Meeting, exclusive of the day of publication of the Notice and
day of the Meeting. In case of companies having a website, such Notice shal
simultaneously be hosted on the website.

36

GUIDANCE NOTE ON GENERAL MEETINGS

Regulation 47(1)(d) of Listing Regulations: Advertisements in Newspapers

Equity Listed Company should publish the Notices given to shareholders
by advertisement in at least one English language daily newspaper
circulating in the whole or substantial y the whole of India and in one
daily newspaper published in the language of the region, where the
registered office is situated, simultaneously with the submission of the
same to the stock exchange(s). A reference should be given in the
newspaper publication, to link of the website of the Company and stock
exchange(s) where further details are available. However, Company whose
specified securities have been listed on SME Exchange are not required
to give such advertisement in newspaper as stated above.

1.2.7 Notice and accompanying documents may be given at a shorter
period of time if consent in writing is given thereto, by physical
or electronic means, by not less than ninety-five per cent of
the Members entitled to vote at such Meeting.

The request for consenting to shorter Notice and accompanying documents
shall be sent together with the Notice and the Meeting shall be held only if the
consent is received prior to the time fixed for the Meeting from not less than
ninety five per cent of the Members entitled to vote at such Meeting.

The company shall ensure compliance of provisions relating to appointment of
proxy unless al the Members entitled to vote at such Meeting, consent to
holding of the General Meeting at shorter Notice.

This Paragraph of SS-2 and the explanation thereto should be read in conjunction.

The consent, in writing, for shorter Notice and for sending the accompanying
documents need not be taken from the Members prior to the sending of such

Notice.

However, request for such consent should be sent together with such Notice
and the requisite consent from the Members should be received before the
time fixed for the Meeting. Only if such consent from the requisite majority is
received, the General Meeting can be held at a shorter Notice, subject to
compliance of provisions relating to appointment of proxy. However, if consent
for shorter Notice is received from al the Members entitled to vote at the

Meeting, the proxy requirements need not be complied with.

A person holding a specific power of attorney may sign the consent of a

Member entitled to receive notices, and such consent shal be deemed as the
consent of Member concerned.

GUIDANCE NOTE ON GENERAL MEETINGS

37

Il ustration 1:

Say, a company XYZ Ltd. wish to hold its General Meeting at a shorter
notice, immediately after the Board Meeting on same day and the
required consent from 95% of the Members entitled to vote at the Meeting
is received before the time fixed for commencement of Meeting. Although
in such a case the consent of 95% Members entitled to vote at the meeting
is received, stil the proxy requirements need to be complied with by the

Company.

In other words, in the above case the Board Meeting and General Meeting
can’t be held on the same day.

Il ustration 2:

Considering the above il ustration, if the consent of all the Members (i.e.

100%) entitled to vote at such Meeting is received before the time fixed
for commencement of the Meeting, the proxy requirements need not be
complied with.

In other words, in such a case the Board Meeting and General Meeting
can be held on the same day.

Consent of Members not attending the Meeting at shorter Notice cannot
be implied

Consent means ‘consent of Members entitled to attend and vote’ and not ‘of

Members entitled to vote and present’ – it is not enough that the Members
present at the Meeting indicated either expressly or impliedly that they
consented to or acquiesced in shortening the period of Notice [N.V.R Nagappa

Chettiar v. Madras Race Club (1949) 19 Comp. Cas. 175 (Mad)].

The requirement is of consent by not less than 95% of the Members entitled to
vote and not of the Members holding 95% of the share capital i.e. if a company
has 100 Members entitled to vote, consent should be obtained from 95

Members, irrespective of the shareholding of these Members.

Effect of MCA Notification

In case of a private company, consent for shorter Notice shal be obtained from
such number of members as specified in this para, unless otherwise provided
in the Articles.

38

GUIDANCE NOTE ON GENERAL MEETINGS

1.2.8 No business shal be transacted at a Meeting if Notice in
accordance with this Standard has not been given.

Where the Members assemble for a Meeting but the Notice of such Meeting
does not comply with the requirements prescribed in the Standard, no business
should be transacted at such Meeting.

However, any accidental omission to give Notice to, or the non-receipt of such

Notice by any Member or other person who is entitled to such Notice for any

Meeting shall not invalidate the proceedings of the Meeting.

Accidental omission to give Notice

“Accidental omission” means omission which is neither designed nor deliberate
and implies absence of intention [Maharaja Exports and Another v. Apparels

Exports Promotion Council (1986) 60 Comp. Cas. 353 (Del)].

In the absence of mala fide intention or negligence, the non-receipt of Notice
by any Member wil not affect the validity of the Meeting.

The onus is on the company to prove that the omission to give Notice to the
shareholder was accidental.

Non accidental omission to give Notice

An omission which arises from an error as to legal position cannot be classified
as accidental.

Failure to give Notice of a General Meeting to the unpaid vendors of shares

(viz. those who have transferred the shares for a price but the price has not yet
been paid), who remained on the Register of Members, on the erroneous
belief of the Directors that the vendors were no longer Members is wrong in
law and the resulting failure to give Notice is not “accidental” [Musselwhite v.

C.H. Musselwhite & Son Limited (1962) 32 Comp. Cas. 804 (CD)].

1.2.9 No items of business other than those specified in the Notice
and those specifical y permitted under the Act shal be taken
up at the Meeting.

Notice of the Meeting should contain a list of items of business to be transacted
thereat together with Resolutions relating to Special Business so as to ensure
that Members get proper time to form their judgment on whether to vote for or
against the proposed Resolution. The transaction of an item of business which
has not been properly notified or which is substantial y different from that notified
is invalid [Cf. Henderson v. Bank of Australasia (1890) 45 Ch D 330].

GUIDANCE NOTE ON GENERAL MEETINGS

39

However, this wil not invalidate the transaction of other items of business for
which proper Notice has been given.

A Resolution shall be valid only if it is passed in respect of an item of business
contained in the Notice convening the Meeting or it is specifically permitted
under the Act.

Apart from the items of business contained in the Notice convening the Meeting,
there are specific items permitted under the Act, which may be taken up for
consideration at the Meeting.

Items specifically permitted under the Act which may be taken up for
consideration at the Meeting are:

(a) Proposed Resolutions, the Notice of which has been given by Members;

(b) Resolutions requiring Special Notice, if received with the intention to
move;

(c) Candidature for Directorship, if any such Notice has been received.

Where special notice is required of any Resolution and notice of the intention to
move such Resolution is received by the company from the prescribed number
of Members, such item of business shall be placed for consideration at the

Meeting after giving Notice of the Resolution to Members in the manner
prescribed under the Act.

Any amendment to the Notice, including the addition of any item of business,
can be made provided the Notice of amendment is given to all persons entitled
to receive the Notice of the Meeting at least twenty one clear days before the

Meeting.

Any amendment to the Notice, including the addition of any item of business,
may be made at a shorter Notice only after complying with the provisions of
paragraph 1.2.7 of SS-2.

However, where e-voting is provided, any such amendment to the Notice can
be made only by issuing a fresh Notice at least twenty-one clear days in
advance.

The Notice of any amendment, including the addition of any item of business,
should be sent individually by any mode specified for sending Notice and not
be given through advertisement.

Any printing or typographical errors or grammatical or clerical mistakes

40

GUIDANCE NOTE ON GENERAL MEETINGS
identified in the Notice or the accounts, reports and statements attached thereto,
may be rectified and intimated to the Members in the form of an erratum. Such
erratum may be circulated to Members at the General Meeting itself. However,
if such errors are on the text of Resolutions proposed, it is necessary to notify
the Members as soon as they are discovered and no corrections should be
made to the text of the Resolutions after commencement of voting including e-
voting.

When the Meeting is being cal ed by the requisitionists and the agenda for
such Meeting is made by the requisitionists themselves, the Directors may, if
they deem fit, add to the items of agenda, any business to be discussed at
such Meeting. The consent for inclusion of such additional item at a shorter

Notice should be obtained in the manner as specified in paragraph 1.2.7 of SS-

2.

1.2.10 Notice shal be accompanied, by an attendance slip and a

Proxy form with clear instructions for fil ing, stamping, signing
and/or depositing the Proxy form.

The Notice of the Meeting should be accompanied by an attendance slip. A
specimen of the Attendance Slip is placed at Annexure I. In case, a company
has the practice of maintaining an attendance register containing signatures of

Members attending the General Meeting, the same would be sufficient
compliance for the purpose of sending “attendance slip” in accordance with
this paragraph.

The Notice of the General Meeting should also be accompanied by a Proxy
form, so as to enable the Member to appoint a Proxy. The Proxy form should
indicate the time limit within which proxies are to be deposited, the procedural
requirement of stamping and signing of proxies and should also specify clearly
the instructions for fil ing up the Proxy form.

Notes to Notice

Notes are an integral part of the Notice of General Meetings. Notes to the

Notice should be given immediately after the information pertaining to the
business to be transacted under the heads of Ordinary Business and Special

Business. They may inter-alia contain the fol owing information:

(a) Information to Members about their right to appoint Proxy and informing
them to lodge proxies not less than forty-eight hours before the time
fixed for the Meeting.

GUIDANCE NOTE ON GENERAL MEETINGS

41

(b) Intimation that an explanatory statement pursuant to sub–section (1) of

Section 102 of the Act is annexed to the Notice.

(c) Dates of closure of Register of Members and Share Transfer Books.

(d) Information about nomination facility available to Members.

(e) Intimation that dividend, if declared, would be paid within thirty days
from the date of declaration to Members whose names appear as
beneficial owners with depositories or in the Register of Members as
on the date specified for the purpose.

(f) Request to Members to claim any dividend due to them but remaining
unclaimed or unpaid.

(g) Intimation with respect to dividend / shares proposed to be transferred
to IEPF pursuant to the requirements of the Act and requesting the

Members to claim such dividend / shares from the Company.

(h) Request to Members to furnish details such as Bank Account No., name
of the Bank, Branch, IFSC Code and Place with PIN Code No. where the
account is maintained to prevent fraudulent encashment of dividend
warrants.

(i) Details of ECS/NEFT/RTGS/other similar electronic transfer facility
available, if any, for Members.

(j) Address of share transfer agents whom Members may contact in case
of any change of address or queries relating to their shares.

(k) Request to Members holding multiple folios to get their holdings
consolidated.

(l) Intimation regarding the availability of statutory registers or other
documents referred to in the Notice/explanatory statement for inspection
by Members.

(m) Request to Members to bring to the Meeting the attendance slip along
with their copy of the Annual Report.

(n) Request to Members holding shares in dematerialised form to bring
their Client ID and DP ID numbers for easy identification for attendance
at the Meeting.

(o) Instructions for Remote e-voting, period for Remote e-voting, the manner
in which the company would provide voting facility at the Meeting, etc.

42

GUIDANCE NOTE ON GENERAL MEETINGS

(p) In case of any Resolution to be passed through postal bal ot, the details
of the procedure of such postal ballot and the fact that the company is
providing the e-voting facility to the shareholders.

(q) Request to Members to register/update their e-mail IDs with the
company/ depository, so that the Notice and related documents can be
served to Members on their e-mail IDs.

An il ustrative list of documents to be sent along with the Notice of General

Meeting is given below:

1. Explanatory statement to the Notice.

2. Proxy Form and instructions on e-voting, if any.

3. Attendance Slip.

4. Request for consenting to shorter Notice, if any.

5. Supporting documents (like Articles of Association) in connection with
the agenda items in the Notice, if any.

Specimen Notices of Annual General Meeting and Extra-Ordinary General

Meeting are placed at Annexure I and I I respectively.

A specimen of Newspaper Advertisement of the Notice of a General Meeting
is placed at Annexure IV.

Regulation 44(4) of Listing Regulations: Voting by shareholders

Equity Listed Company should send proxy forms to holders of securities in
all cases mentioning that a holder may vote either for or against each
resolution.

1.2.11 A Meeting convened upon due Notice shal not be postponed
or cancelled.

Once a General Meeting has been convened upon due Notice, it should not be
postponed or cancelled.

In construing the above stipulation, it is necessary to keep in mind the maxim

Ex Non Cogit Impossibilia. In other words, law does not require anything which
is impossible to be done. Much would depend upon the facts and
circumstances of each case.

GUIDANCE NOTE ON GENERAL MEETINGS

43

If, for reasons beyond the control of the Board, a Meeting cannot be held on
the date original y fixed, the Board may reconvene the Meeting, to transact
the same business as specified in the original Notice, after giving not less
than three days intimation to the Members. The intimation shal 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.

No Meeting should be postponed merely for the reason that it would be
inconvenient to hold the Meeting at the stated time and place. Postponement
should be resorted to only if it is impossible to hold the Meeting, e.g. there is a
curfew in the city or there is a threat to life and property. To cover such
eventualities, the Board has the power to postpone the Meeting.

The fact of postponement should, as far as possible, be communicated to

Members without any delay by newspaper advertisements and e-mails. Further,
the company should also post the announcement on its website. Such intimation
of postponement may also refer to the Members’ right to appoint a Proxy.

Further, there should be someone at the venue, if possible, to inform the

Members of the postponement, in case some Members do turn up at the
venue without knowledge of the postponement of the Meeting.

Force majeure would also include destruction of the proposed venue. In such
situations, the company may choose an alternative venue for the Meeting and
inform the Members as early as possible, in writing and by newspaper
advertisement. If any such event takes place on the day of the Meeting, the
company may, with the consent of the Members who come to the venue,
change the venue and time of the Meeting and enable them to reach the
changed venue of the Meeting.

If, for any reason a General Meeting is postponed, it is not necessary to postpone
the period for Remote e-voting. However, the result of Remote e-voting cannot
be announced until such Meeting is actual y held.

Specimens of Notice of Postponed Annual General Meeting and Notice in

Newspapers of postponement of Annual General Meeting are placed at

Annexure V and VI respectively.

44

GUIDANCE NOTE ON GENERAL MEETINGS

2. Frequency of Meetings

2.1 Annual General Meeting

Every company shall, in each Calendar Year, hold a General Meeting cal ed
the Annual General Meeting.

Every company shall hold 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, with
an interval of not more than fifteen months between two successive Annual

General Meetings. The aforesaid period of six months or interval of fifteen
months may be extended by a period not exceeding three months with the
prior approval of the Registrar of Companies, in case of any Annual General

Meeting other than the first Annual General Meeting.

Sub-section (1) of Section 96 of the Act requires that the subsequent Annual

General Meeting should be held on the earliest of the fol owing dates:

(a) fifteen months from the date of the last Annual General Meeting; or

(b) the last day of the calendar year; or

(c) six months from the close of the financial year.

If a statute enjoins that the Meeting is to be held within a specified period, it
fol ows by necessary implication that it must be completed within the said
period. If financial statements are not ready to be laid at the concerned Annual

General Meeting, it shal be open to the company to adjourn the Annual General

Meeting to a subsequent date when the financial statements would be ready
for consideration. The adjourned Meeting must be held within the maximum
time limit al owed under the Act [Bejoy Kumar Karnani and Another v. Assistant

Registrar of Companies and Another (1985) 58 Comp. Cas. 293 (Cal)].

The fact that the company was not functioning [Madan Gopal Dey v. State of

West Bengal AIR 1968 Cal 790] or that the management of the Company was
taken over by the Government [Hindustan Co-operative Insurance Society Ltd.,

In Re., (1961) 31 Comp. Cas. 193 (Cal)] is no excuse for not holding the Annual

General Meeting.

Hence, the company has to convene and hold a Meeting in each calendar
year with a maximum gap of fifteen months between two Annual General

Meetings.

If a company holds its first Annual General Meeting, as aforesaid, it shall not

GUIDANCE NOTE ON GENERAL MEETINGS

45
be necessary for the company to hold any Annual General Meeting in the

Calendar Year of its incorporation.

Il ustration

Say, a company was incorporated on 10th December 2016, “financial year”

of that company would end on 31st March 2017 in view of sub-section (41)

of Section 2 of the Act and therefore the last date for holding the first

Annual General Meeting would be 31st December 2017 (9 months from

31st March 2017).

On the other hand, if a company was incorporated on 10th April 2016, its
first financial year would end on 31st March 2017 only and therefore, the
last date for holding the first Annual General Meeting wil be 31st December

2017. In this manner, almost 21 months elapse between the date of
incorporation and date of first Annual General Meeting. In this case, the
company need not hold any Annual General Meeting in the year of its
incorporation i.e. 2016.

The Notice of an Annual General Meeting should state that the Meeting is an

‘Annual General Meeting’. An Annual General Meeting is held apart from and
in addition to any other General Meeting that a company may hold.

An adjourned Meeting is a continuation of the original Meeting. Hence, where
a Meeting called and held on a day in one year is adjourned to a date in the
next year, and held on that date, such adjourned Meeting held on the latter
date is not a different Meeting in so far as it relates to the next year. In other
words, another Annual General Meeting has to be held in the next calendar
year.

Where a Meeting called on 30th December was adjourned to 31st March in the
next year, and the next Meeting was held on 28th January of the fol owing year,

Section 166 of the Companies Act, 1956 (corresponding to Section 96 of the Act)

was not complied with, i.e. an Annual General Meeting was not held in ‘each
year’ and the company was convicted of an offence [Sree Meenakshi Mil s Co.

Ltd. v. Assistant Registrar, Madurai (1938) 8 Comp. Cas. 175 (Mad)].

Power of the Registrar to extend time for holding Annual General Meeting

The Registrar of Companies may extend the time for holding an Annual General

Meeting, other than the first Annual General Meeting, “for any special reason”

by a period not exceeding three months, if it cannot be held within the prescribed
time limit [Third proviso of sub-section (1) of Section 96 of the Act]. Therefore, if

46

GUIDANCE NOTE ON GENERAL MEETINGS
in any year a company cannot hold its Annual General Meeting within the
period stipulated in sub-section (1) of Section 96 of the Act, it may hold the

Meeting within the next three months with the permission of the Registrar of

Companies. In such a case, the gap between two Annual General Meetings
may be more than the period of fifteen months stipulated under sub-section (1)

of Section 96 of the Act. However, in such a case it should be ensured that the
concerned Annual General Meeting is actually held on or before the extended
time limit and the Notice should specify the fact of extension of time for holding
the Annual General Meeting.

No extension of time can be granted by the Registrar beyond three months.

Delay in completion of audit of the financial statements of the company does
not ordinarily constitute a “special reason” justifying the extension of time for
holding the Annual General Meeting.

Default in holding Annual General Meeting

If a company defaults in holding an Annual General Meeting, any Member
may apply to the Tribunal which may notwithstanding anything contained in
the Act or Articles of the company, cal or direct the calling of the Meeting and
give such ancil ary or consequential directions as it may consider expedient in
relation to the cal ing, holding and conduct of the Meeting. The Tribunal may
direct the convening of the Annual General Meeting only if it is convinced that
the management has been unwil ing to convene such a Meeting or it was not
practicable for the management to do so [Section 97 of the Act].

The power of the Tribunal cannot be invoked unless there is, in the first place,
a default on the part of the Board of Directors to call and hold the Annual

General Meeting. To invoke such power, the last date by which the Notice
should have been given by the Board ought to have expired. This right is
available only to a Member of the company and the company, by itself, cannot
make such an application to the Tribunal.

In such cases, the Tribunal may direct that one Member present in person or
by Proxy shall be deemed to constitute the Meeting. A Meeting held in
pursuance of such order wil be deemed to be an Annual General Meeting of
the company. However, the Tribunal cannot issue directions or instructions in
regard to an Annual General Meeting duly convened by the company. It can do
so only in respect of Meetings convened on its orders[Shankar Sundaram v.

Amalgamations Private Limited (2002) CLC 701].

If, at the time an Annual General Meeting is due to be held, there is only one

GUIDANCE NOTE ON GENERAL MEETINGS

47

Member [the other(s) having died], no of ence is committed if the Annual General

Meeting is not held because of the insufficiency of number of Members [State
of Kerala v. West Coast Planter’s Agencies Ltd. (1958) 28 Comp. Cas. 13 (Ker)].

2.2 Extra-Ordinary General Meeting

Items of business other than Ordinary Business may be considered at an

Extra-Ordinary General Meeting or by means of a postal bal ot, if thought
fit by the Board.

General Meetings, other than an Annual General Meeting, are cal ed Extra-

Ordinary General Meetings. The company may provide for such Meetings in
their Articles in order to deal with matters which have to be decided before the
next Annual General Meeting.

The Board of Directors, if they deem fit, may pass any Resolution through postal
bal ot, instead of convening an Extra-Ordinary General Meeting, in accordance
with the requirement of the Act.

Cal ing of an Extra-Ordinary General Meeting on Requisition

As already explained under paragraph 1.1, the Board should, within twenty-
one days from the date of receipt of a valid Requisition in regard to any matter,
proceed to call a Meeting for the consideration of those matters on a day not
later than forty-five days from the date of receipt of such requisition. If the Board
fails to do so, the Meeting may be called and held by the requisitionists
themselves within three months from the date of deposit of such requisition.

A specimen of Notice by requisitionists convening an Extra-Ordinary General

Meeting is placed at Annexure VI and a specimen of the Notice to be given by
a company to its Members on receipt of a requisition for a Meeting is placed at

Annexure VI I. A specimen of Board Resolution cal ing the Extra-Ordinary General

Meeting on the requisition of members is placed at Annexure IX.

Cal ing of Extra-Ordinary General Meeting by Tribunal

If, for any reason, it is impracticable to cal a Meeting of the company other
than an Annual General Meeting, the Tribunal may direct the calling of the

Meeting on its own motion or on an application of any Director or on an
application of any Member entitled to vote at the Meeting [Section 98 of the

Act]. For this purpose, the Tribunal may give directions in respect of the place,
date and manner in which the Meeting is to be held and conducted.

The term practicability is not defined in the Act, thus, the same shall vary in

48

GUIDANCE NOTE ON GENERAL MEETINGS
each case. However, it is construed that a case can be termed as impracticable
only in the event that it is impossible to convene the Meeting by the company
due to reasons which are beyond the control of the management.

3. Quorum

3.1 Quorum shal be present throughout the Meeting.

In order that a Meeting may be properly constituted and the business be validly
transacted, a Quorum of Members should be present.

Presence of a Quorum is very important for the purpose of conducting,
convening and holding the Meeting in a proper manner.

Quorum shal be present not only at the time of commencement of the Meeting
but also while transacting business.

A Quorum should be present when the questions brought before the Meeting
are being decided. The mere presence of Quorum at the beginning of the

Meeting is not sufficient.

Unless the Articles provide for a larger number, the Quorum for a General

Meeting shal be:

(a) in case of a public company, –

(i) five Members personally present if the number of Members as
on the date of Meeting is not more than one thousand;

(i ) fifteen Members personal y present if the number of Members as
on the date of Meeting is more than one thousand but up to five
thousand;

(i i) thirty Members personally present if the number of Members as
on the date of the Meeting exceeds five thousand;

(b) in the case of a private company, two Members personally present.

Where the Quorum provided in the Articles is higher than that provided under
the Act, the Quorum shall conform to such higher requirement.

The Articles of a private company can provide for a higher Quorum but it
cannot reduce the number of Members required to constitute the Quorum.

Personal presence necessary to constitute Quorum

Members need to be personal y present at a Meeting to constitute the Quorum.

GUIDANCE NOTE ON GENERAL MEETINGS

49

Only those Members who are present in person should be reckoned for
ascertaining the Quorum.

Proxies shall be excluded for determining the Quorum.

A Proxy cannot be considered as a Member personal y present and hence
excluded for determining Quorum. However, the fol owing persons attending a

Meeting would be considered as Members personally present; and hence
included to constitute Quorum:

(a) a representative appointed under Section 113 of the Act to attend a

Meeting on behalf of a body corporate;

(b) a representative appointed under Section 112 of the Act to attend a

Meeting on behalf of the President of India or Governor of a State.

(c) a donee of a Power-of-Attorney could be presumed to be personally
present if the power-of-attorney authorises such donee to attend and
vote at General Meetings of companies of which the donor of the
power-of-attorney is a Member.

In no other case, a person attending a Meeting as a representative of a Member
shall be regarded as a Member personal y present.

Donee of a general power of attorney not deemed as Proxy

If any Member of a company has given a general power-of-attorney in favour
of some other person to make investments on his behalf and to attend to al
matters incidental and consequential thereto including attending General

Meetings of companies in which investments are so made and if at General

Meetings of such companies, the donee is present, then it would be deemed,
by virtue of the provisions of Section 3 of the Powers-of-Attorney Act, 1882, that
the donor is personally present and the donee wil not be deemed to be a

Proxy of the donor [Cf. Tata Iron & Steel Co. Ltd., In Re., AIR 1928 Bom. 80].

Reckoning of Preference Shareholders and Joint Shareholders for Quorum

If any business to be transacted at a General Meeting does not include any
item or Resolution which directly af ects the rights of the preference shareholders,
their presence should not be taken into account for the purpose of determining
the Quorum. Where a Resolution is put to vote at the General Meeting by
which the rights of preference shareholders are directly affected, their presence
should be taken into account for the purpose of the Quorum and voting on the

Resolution.

50

GUIDANCE NOTE ON GENERAL MEETINGS

Al joint shareholders are entitled to attend the General Meetings. However, for
the purpose of ascertaining Quorum and for voting purposes, joint holders wil
be counted only as one Member since only one of them is entitled to vote.

Consequences of Meeting without proper Quorum

A General Meeting at which less than the number of Members prescribed for
a Quorum is present, is not a Meeting at all for want of the required Quorum.

The absence of a Quorum cannot be waived, and any business transacted at
a Meeting where a Quorum is absent is deemed void.

However, if all the Members of the company are present in person, the
proceedings wil be valid even if the Quorum required by the Articles is more
than the total number of Members.

Il ustration

Consider a company where the number of Members was original y large,
say 500, and the Quorum fixed by the Articles was 100 Members present.

Subsequently, 450 Members sold their shares which were acquired by
some of the remaining 50 Members. Here, proceedings wil be valid if
all Members are present in person. In the given case, if less than 50

Members are present, there shal be no Quorum.

If within half an hour from the time fixed for holding the Meeting a Quorum is
not present, the Meeting shal stand adjourned to the same day in the next
week at the same time and place or to such other day and at such other time
and place as the Board may determine. If at the adjourned Meeting within half
an hour from the time appointed for the Meeting the Quorum is not present, the

Members present shall form a Quorum [Sub–section (2) and (3) of Section 103
of the Act]. From the use of the words ‘Members present’, and the fact that
there cannot be a Meeting unless at least two persons are present, it fol ows
that at least two Members should be present even at the adjourned Meeting. If
a Meeting has been cal ed on the requisition of Members and there is no

Quorum for half an hour, the Meeting shal stand dissolved (These aspects of

Quorum have been further dealt with under the heading ‘Adjournment of

Meetings’).

The Act provides that the Quorum shal be present at the Meeting within half
an hour. If the Members want to wait for the Quorum for more than half an
hour, they can do so, as it is not prohibited in the Act. Waiting for a longer time
does not destroy the essence of law. The time of half an hour is recommendatory

GUIDANCE NOTE ON GENERAL MEETINGS

51
in nature and not mandatory [Janaki Printers Private Limited v. Nadar Press Ltd.

and Others (2001) 103 Comp. Cas. 546 (CLB)].

The requisite Quorum at the Meeting is required even if some Members have
already cast their votes through e-voting facility.

One-Man Meeting

It has been clarified by the Department of Company Affairs [now Ministry of

Corporate Affairs] that a single Member present cannot, by himself, constitute a

Quorum [Circulars and Clarifications Co. Law & SEBI, P1 198 vide File No.8/16/

(1)/61-PR ]. Such general rule against a one–man Meeting has also been settled
through judicial decisions.

There are, however, some exceptions to this general rule which permit a

Meeting to be constituted of only one Member. These are:

• Where a person holds all the shares of a class, that person may
constitute a class Meeting.

• Where default is made in holding an Annual General Meeting in
accordance with Section 96 of the Act, the Tribunal while ordering the
convening of the Meeting, may direct that one Member present in
person or by proxy wil constitute the Quorum [Proviso to sub-section

(1) of Section 97 of the Act].

• Where it is impracticable to cal a Meeting in the manner prescribed by
the Act or the Articles, the Tribunal may order a Meeting to be held and
direct that one Member present in person or by Proxy shal be deemed
to constitute a Meeting [Proviso to sub–section (1) of Section 98 of the

Act].

3.2 A duly authorised 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 personal y present and enjoys al the
rights of a Member present in person.

One person can be an authorised representative of more than one body
corporate. In such a case, he is treated as more than one Member for the
purpose of Quorum.

A person who represents two different bodies is supposed to act in accordance
with the instructions of his principals. Therefore, such representative theoretical y
carries with him two sets of opinions on the Resolutions.

52

GUIDANCE NOTE ON GENERAL MEETINGS

If two or more bodies corporate, who are Members of a company, are
represented by a single individual, each of the bodies corporate should be
treated as personally present through that individual representing such bodies
corporate. For instance, if a representative represents three bodies corporate,
his presence should be counted as three Members being present in person for
purpose of Quorum [Maclead (Neil) & Sons Ltd., Petitioners, 1967 Scottish Law

Times 46].

However, to constitute a Meeting, at least two individuals shal be present in
person. Thus, in case of a public company having not more than 1000 Members
with a Quorum requirement of five Members, an authorised representative of
five bodies corporate cannot form a Quorum by himself but can do so if at least
one more Member is personal y present.

Say, in case of a company, where the Quorum requirement is five Members, a
single authorised representative of five bodies corporate cannot form Quorum
by himself if no other individual is personally present at the Meeting. However,
he can form a Quorum if at least one more Member is personal y present at
the Meeting.

This is so because a single Member present cannot by himself constitute a

Meeting. There are a number of decisions by which it is now firmly settled that
as a general rule a single person cannot constitute a Meeting. Few such cases
include Sharp v. Dawes (1876) 2 QBD 26 (CA), Awadhoot v. State of Maharashtra

AIR 1978 Bom 28, etc.

Members who have voted by Remote e-voting have the right to attend the

General Meeting and accordingly their presence shal be counted for the
purpose of Quorum.

A Member who is not entitled to vote on any particular item of business being
a related party, if present, shal be counted for the purpose of Quorum.

The stipulation regarding the presence of a Quorum does not apply with respect
to items of business transacted through postal ballot.

4. Presence of Directors and Auditors

4.1 Directors

4.1.1 If any Director is unable to attend the Meeting, the Chairman
shal explain such absence at the Meeting.

The Directors of the company act on behalf of the Members and therefore have

GUIDANCE NOTE ON GENERAL MEETINGS

53
fiduciary responsibilities towards them. They are individual y as wel as
col ectively responsible for the over-all management of the company. General

Meetings provide a forum to the Members to review the manner in which the

Directors manage the company while also giving the Directors an opportunity
to apprise the Members about the affairs of the company and to listen their
views and suggestions.

Al the Directors are, therefore, expected to attend the General Meetings of the
company. In case any Director is unable to attend the Meeting, the Chairman
should explain the absence of such Director at the Meeting. Such absence is,
however, not wrong in law.

The Chairman of the Audit Committee, Nomination and Remuneration

Committee and the Stakeholders Relationship Committee, or any other Member
of any such Committee authorised by the Chairman of the respective Committee
to attend on his behalf, shall attend the General Meeting.

While al Directors are expected to attend the General Meetings of the company,
the Chairmen of the Audit Committee, Nomination and Remuneration

Committee and the Stakeholders Relationship Committee are specifical y
required by this paragraph of SS-2, to attend the General Meeting of the
company. Flexibility has however been given to the Chairman of the respective

Committee to authorise any other Member of the Committee to attend the

General Meeting on his behalf, in case he is unable to be present at the

Meeting.

This Standard has been introduced as a good governance practice to ensure
that at least one Member of the above mentioned Committees is present at the

General Meeting in order to address the Members’ queries, if any, concerning
their respective Committees.

Regulation 18(1)(d) of Listing Regulations:

In case of Equity Listed Company, the Chairman of the Audit Committee
shal attend the Annual General Meeting to answer shareholder queries.

The Chairman of Audit Committee shall not authorise any other
representative to attend such Meeting on his behalf.

4.1.2 Directors who attend the General Meetings of the company
and the Company Secretary shal be seated with the Chairman.

The Company Secretary shal assist the Chairman in conducting the Meeting.

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GUIDANCE NOTE ON GENERAL MEETINGS

Rule 10 of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 clearly provides that it is the duty of the Company

Secretary to facilitate the convening of Meetings and to attend Board, Committee
and General Meetings and maintain their Minutes. Further, it is duty of the

Company Secretary to render assistance to the Chairman in conduct of the

Meeting.

It is in this context that this paragraph of SS-2 requires the Company Secretary
and directors to be seated with the Chairman.

The fol owing are some of the il ustrative situations under which assistance
can be rendered by the Company Secretary:

• To enable the Chairman to identify that requisite Quorum is present at
the Meeting

• To enable the Chairman to ascertain the votes cast on each Resolution
put to vote by show of hands

• To assist the Chairman in co-ordinating with the Members present at
the Meeting and answering their queries

• To facilitate voting at the Meeting, electronical y or otherwise

• To analyse the result of Remote e-voting and facilitate declaration thereof

• To maintain the decorum of the Meeting etc.

4.2 Auditors

The Auditors, unless exempted by the company, shal , either by themselves
or through their authorised representative, attend the General Meetings of
the company and shal have the right to be heard at such Meetings on that
part of the business which concerns them as Auditors.

Auditors or their authorised representative should attend the General Meetings
to reply to any query that may be raised or provide any explanation that may
be sought by the Members in relation to any part of the business which concerns
them or to any reservations, qualifications or adverse remarks made by them
in the Auditor’s Report.

The authorised representative who attends the General Meeting of the company
shall also be qualified to be an Auditor.

The authorised representative of the Auditor attending the General Meeting on
behalf of the Auditor should be a person who is a member of the Institute of

GUIDANCE NOTE ON GENERAL MEETINGS

55

Chartered Accountants of India (ICAI) and eligible for appointment as auditor of
the company.

4.3 Secretarial Auditor

The Secretarial Auditor, unless exempted by the company shal , either by
himself or through his authorised representative, attend the Annual General

Meeting and shal have the right to be heard at such Meeting on that part
of the business which concerns him as Secretarial Auditor.

Unless exempted by the company, the Secretarial Auditor for the last financial
year whose Secretarial Audit Report has been annexed to the Board Report, is
required to attend, either by himself or through his authorised representative,
the Annual General Meeting. The Secretarial Auditor shall have the right to be
heard at such Meeting on that part of the business which concerns him as

Secretarial Auditor.

Secretarial Auditor or his authorised representative should attend the Annual

General Meeting to reply to any query that may be raised or provide any
explanation that may be sought by the Members in relation to any part of the
business which concerns him or to any reservations, qualifications or adverse
remarks made by him in the Secretarial Audit Report or to the compliance and
governance aspects of the company.

It is advisable that the Secretarial Auditor appointed for the current financial
year in which Annual General Meeting is being held also attends such Annual

General Meeting.

The Chairman may invite the Secretarial Auditor or his authorised representative
to attend any other General Meeting, if he considers it necessary.

The authorised representative who attends the General Meeting of the company
shall also be qualified to be a Secretarial Auditor.

The authorised representative of the Secretarial Auditor attending the General

Meeting on behalf of the Secretarial Auditor should be a person who is a
member of the Institute of Company Secretaries of India (ICSI) and eligible for
appointment as Secretarial Auditor of the company.

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GUIDANCE NOTE ON GENERAL MEETINGS

5. Chairman

5.1 Appointment

The Chairman of the Board shal take the Chair and conduct the Meeting.

If the Chairman is not present within fifteen Minutes after the time appointed
for holding the Meeting, or if he is unwil ing to act as Chairman of the

Meeting, or if no Director has been so designated, the Directors present
at the Meeting shal elect one of themselves to be the Chairman of the

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

The Chairman of the Board, if any, should be the Chairman of the company. It
is not necessary to pass a Resolution, either at a Board Meeting or a General

Meeting, in order to authorise the Chairman of the Board to preside over al

General Meetings. Unless otherwise provided in the Articles, the provisions
below should be complied with:

• The Chairman of the Board should preside over the General Meetings,
and therefore the Chairman of the Board, if present, should take the
chair.

• If there is no Chairman of the Board or if such Chairman of the Board is
not present within fifteen minutes after the time appointed for holding
the Meeting or if he declines to take the chair, the Directors present
should elect any one among themselves to chair such Meeting.

• If there is only one Director present at a Meeting and he is wil ing to act
as Chairman, he may chair the Meeting with the consent of the

Members present.

• If no Director is present within fifteen minutes or if none of the Directors
is wil ing to take the chair, the Members present should elect any one
among themselves to chair the Meeting.

The election of the Chairman, as aforesaid, should in the first instance be
made by a show of hands. The person elected as Chairman on a show of
hands should preside over the Meeting and commence the proceedings of the

Meeting.

GUIDANCE NOTE ON GENERAL MEETINGS

57

Articles to be complied with

If the Articles contain a provision as to who should be the Chairman of the

Meeting and the procedure for the election of the Chairman, the same should
be complied with.

Effect of MCA Notification

In case of a private company, appointment of the Chairman shal be in
accordance with this para, unless otherwise provided in the Articles.

In case of a private company, the Articles may contain a provision as to the
election of the Chairman of General Meetings. In such a case, the election of
the Chairman should be done as provided in the Articles [In line with MCA

Notification No. G.S.R. 464(E) dated June 5, 2015].

Demand for pol on the election of Chairman

If a pol is demanded on the election of the Chairman, it shal be taken forthwith
in accordance with the provisions of the Act and the Chairman elected on a
show of hands shall continue to be the Chairman of the Meeting until some
other person is elected as Chairman as a result of the pol , and such other
person shall be the Chairman for the rest of the Meeting.

Chairman of the adjourned Meeting

Since an adjourned Meeting is a continuation of the original Meeting, the

Chairman of the original Meeting should be the Chairman of the adjourned

Meeting unless he is unable or unwil ing to act as such or is validly removed
as Chairman at the Meeting. In such case, the procedure of election of Chairman
should be fol owed to elect a new Chairman to preside at the Meeting. If the

Chairman of the Board was not present to chair the original Meeting but is
present at the adjourned Meeting, then he should take the chair at the adjourned

Meeting.

Duty of the Chairman

The Chairman shall ensure that the Meeting is duly constituted in accordance
with the Act and the Articles or any other applicable laws, before it proceeds
to transact business. The Chairman shal then conduct the Meeting in a fair
and impartial manner and ensure that only such business as has been set
out in the Notice is transacted. The Chairman shal regulate the manner in
which voting is conducted at the Meeting keeping in view the provisions of
the Act.

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GUIDANCE NOTE ON GENERAL MEETINGS

It is the duty of the Chairman to preserve order at the Meeting and to conduct
the proceedings in a proper manner.

5.2 The Chairman shal explain the objective and implications of the

Resolutions before they are put to vote at the Meeting.

Even though Resolutions forming part of “Special Business” are accompanied
by an explanatory note, the Chairman should, at the Meeting, explain the
objective and implications of each such Resolution in simple language for the
convenience of Members present at the Meeting so that they may make
informed decisions after understanding the meaning, scope and implications
of the concerned items of business. For this purpose, the Chairman may take
the assistance of the Company Secretary or any other Director or officer of the
company in order to do so, if required.

Chairman may explain developments if any subsequent to the posting of Notice
if such developments constitute a material fact. Any omission to state a material
fact in the Statement of Material Facts which gets noticed subsequently could
also be explained at the Meeting.

The Chairman shall provide a fair opportunity to Members who are entitled to
vote to seek clarifications and/or offer comments related to any item of business
and address the same, as warranted.

The Chairman should provide an opportunity to Members to raise questions
relating to the agenda items and ensure that Members who have sought any
clarifications, information or explanations, are given an effective and timely
response.

The Chairman should act fairly and allow all Members who wish to speak on
a motion to have a reasonable opportunity to do so, even if there appears to be
clear majority who have already made up their mind on the agenda item. The

Chairman has no right to prevent discussion upon a matter which is included
in the Notice convening a Meeting [S.Rm.S.T. Narayana Chettiar v. The

Kaleeswarar Mil s Ltd. (1951) 21 Comp. Cas. 351 (Mad)].

The Chairman can, however, restrict repetitive questions and limit the amount
of debate permitted on each Resolution. For this purpose, the company may
invite Members to submit questions in advance. The company may select the
common questions and provide a comprehensive answer for each of these at
the General Meeting.

For the purpose of answering any question, the Chairman may consult the

GUIDANCE NOTE ON GENERAL MEETINGS

59

Company Secretary, Key Managerial Personnel or other officers of the company,
the Auditors, Secretarial Auditors, etc.

5.3 In case of public companies, the Chairman shal not propose any

Resolution in which he is deemed to be concerned or interested
nor shal he conduct the proceedings for that item of business.

The Chairman is expected to act in good faith and in an impartial manner and
not to put his own interests ahead of or in conflict with those of the company. In
line with this principle, in case of public companies, the Chairman should
neither propose, any Resolution in which he is deemed to be concerned or
interested nor conduct the proceedings for such item of business.

If the Chairman is interested in any item of business, without prejudice to his

Voting Rights on Resolutions, he shall entrust the conduct of the proceedings in
respect of such item to any Non-Interested Director or to a Member, with the
consent of the Members present, and resume the Chair after that item of
business has been transacted.

6. Proxies

6.1 Right to Appoint

A Member entitled to attend and vote is entitled to appoint a Proxy, or
where that is al owed, one or more proxies, to attend and vote instead of
himself and a Proxy need not be a Member.

A Proxy may be described as the agent appointed by a Member to act on his
behalf at the Meeting [Lord Hansworth in Cousins v. International Brick Co. Ltd.

(1932) 2 Comp. Cas. 108 (CA)].

Every Member has a right to appoint any person as a Proxy to attend and vote
at a General Meeting [Sub–section (1) of Section 105 of the Act].

Members of certain class or classes of companies as may be specified by the

Central Government shall not be entitled to appoint any other person as a
proxy [Third Proviso to sub–section (1) of Section 105 of the Act].

Accordingly, in case of companies incorporated under Section 8 of the

Companies Act, 2013 , the Member is not entitled to appoint any other person
as his Proxy unless such other person is also a Member of such company

[Rule 19(1) of the Companies (Management and Administration) Rules, 2014].

Thus, a Proxy need not be a Member of the company, except in the case of
companies incorporated under Section 8 of the Companies Act, 2013.

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GUIDANCE NOTE ON GENERAL MEETINGS

Number of Proxies

A Member may name one or more “alternate” individuals to be appointed as
his Proxy to act as substitutes when the first named Proxy holder cannot attend
the 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.

However, 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 for
his entire shareholding and such person shal not act as a Proxy for another
person or shareholder.

If a Proxy is appointed for more than fifty Members, he shal 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 as valid.

A Proxy should be in favour of an individual.

Il ustration 1

Say, 32 Members appoint a single person as Proxy and one more Member

(i.e. 33rd Member) also appoints the same person as Proxy. Here, by the
addition of the 33rd member, if the shareholding exceeds the threshold of
ten percent of total share capital, the Proxy can act only for the 32
members.

Il ustration 2

Mr. A holds 10% of the total share capital of the Company and appoints

Mr. B as the proxy holder. Mr. B cannot accept appointment as proxy by
any other shareholder.

Il ustration 3

Mr. C has been appointed as the proxy holder by 48 members. Mr. D, Mr.

E and Mr. F are also interested in appointing Mr. C as their proxy. Mr. C
cannot be appointed as proxy by more than 50 members and hence he
can accept appointment only by 2 members out of the three (i.e. Mr. D,

Mr. E and Mr. F). However, the aggregate shareholding of the 50 members
should not exceed 10% of the total share capital of the Company.

GUIDANCE NOTE ON GENERAL MEETINGS

61

Il ustration 4

Mr. X holds 20% of the total share capital of the Company carrying voting
rights. He may appoint a single person as proxy for his entire
shareholding and such proxy cannot act as proxy for any other
shareholder.

Competence of an Artificial Person to appoint a Proxy

A Proxy may be appointed by both natural and artificial persons competent in
law to act as principals.

The Proxy holder should have the legal capacity to act as an agent. A Proxy,
when it refers to the person appointed as a Proxy, should always be a natural
person. The words “to attend” and “to vote” implicitly make it clear that such
acts can be done only by a natural person. Section 113 of the Act makes it
clear that a body corporate can appoint an authorised representative to attend
and vote including the right to vote by Proxy and the words “as that body
could exercise if it were an individual Member, creditor or holder of
debentures of that company” makes it clear that the act of attending and
voting at General Meetings has to be done only by individuals who are
natural persons.

Appointment of Proxy by a Preference Shareholder

Where a preference shareholder has a right to vote on a particular Resolution,
he has the right to appoint a Proxy to vote on the said Resolution. Further, the
same person may be appointed as Proxy by more than one preference
shareholder and, in such a case, if one Preference shareholder instructs the

Proxy to vote in one way while another Preference shareholder instructs the

Proxy to vote in a different way, the Proxy shal act in accordance with such
instructions.

Appointment of Proxy by a Member who has already voted through Remote
e-voting

A Member who has already cast his vote through Remote e-voting may appoint
a Proxy to attend the Meeting instead of himself, but such Proxy wil not be
able to cast his vote at the Meeting.

Appointment of Proxy in case of a company not having a share capital

In the case of a company not having share capital, the Articles may contain a

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GUIDANCE NOTE ON GENERAL MEETINGS
provision stating that a Proxy has no right to speak and that a Proxy need not
be a Member and also that a Proxy cannot vote, except on a pol .

Unless otherwise provided in the Articles, sub-section (1) of the Section 105 of
the Act shall not apply in case of a company not having a share capital.

While the provisions for appointment of Proxy apply in relation to companies
that have share capital, even companies that do not have share capital may
make such provision through their Articles.

Right of a Proxy

First proviso under sub-section (1) of Section 105 of the Act says that a Proxy has
no right to speak and is not entitled to vote except on a pol .

Effect of MCA Notification

In case of a private company, the proxy shall be appointed in accordance with
this para, unless otherwise provided in the Articles.

In case of a private company, the Articles may contain provisions as to various
aspects of Proxies. In such a case, the Articles should be complied with [In line
with MCA Notification No. G.S.R. 464(E) dated June 5, 2015].

6.2 Form of Proxy

6.2.1 An instrument appointing a Proxy shall be in the Form
prescribed under the Act.

Such instrument shall not be questioned on the ground that it fails to comply
with any special requirements specified by the Articles of a company.

The instrument of Proxy shall be signed by the appointer or his attorney duly
authorised in writing, or if the appointer is a body corporate, be under its seal
or be signed by an officer or an attorney duly authorised by it.

The Proxy form should be in writing [Clause (a) of sub-section (6) of Section 105
of the Act].

An instrument appointing a Proxy should be in Form No. MGT-11 [Rule 19 of the

Companies (Management and Administration) Rules, 2014].

If an instrument appointing a Proxy is in Form No. MGT-11, it shal not be
questioned on the ground that it fails to comply with any special requirements
specified for such instrument by the Articles of a company [Sub-section (7) of

Section 105 of the Act].

GUIDANCE NOTE ON GENERAL MEETINGS

63

6.2.2 An instrument of Proxy duly fil ed, stamped and signed, is
valid only for the Meeting to which it relates including any
adjournment thereof.

A Proxy given for the original Meeting is also valid for the adjourned Meeting.

6.3 Stamping of Proxies

An instrument of Proxy is valid only if it is properly stamped as per the
applicable law. Unstamped or inadequately stamped Proxies or Proxies
upon which the stamps have not been cancel ed are invalid.

The Indian Stamp Act, 1899 requires certain instruments to be stamped. If the
instrument is not stamped in accordance with the Indian Stamp Act, 1899, the
corresponding penalty, as mandated by the Act, would be levied.

An instrument of proxy is invalid, if it is not properly stamped as per the relevant
law related to stamping of various instruments. The Proxy should be stamped
before it is acted upon. A Proxy cannot be said to have been duly stamped and
executed if the stamp has been affixed over the signature of the Member.

Stamp duty on Proxies is uniform throughout the country [Article 246(1) of the

Constitution of India, read with Entry 91 of List I of Schedule VI ], and hence it is
immaterial whether or not the stamp affixed on the Proxy form bears the name
of a State. Similarly, a Proxy executed by a Member in one State, though having
the stamp of another State affixed on it, is valid [Firestone Tyre & Rubber Co. v.

Synthetics and Chemicals (1971) 41 Comp. Cas. 377 (Bom)].

Though under Section 18 of the Indian Stamp Act, 1899, an instrument other
than bil s and notes executed outside India can be stamped in accordance
with the duty payable under the Indian Stamp Act, 1899 within three months
from the date of its receipt in India, a Proxy executed outside India or within

India must be stamped prior to depositing the same with the company.

A vote cast on an unstamped Proxy is invalid [In Re. Tata Iron and Steel Co. Ltd.

AIR 1928 Bom 80].

6.4 Execution of Proxies

6.4.1 The Proxy-holder shall prove his identity at the time of
attending the Meeting.

Proper details of name and folio number of the Member should be entered on
the Proxy form in order to facilitate related identification.

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GUIDANCE NOTE ON GENERAL MEETINGS

The Proxy-holder should also sign the Proxy form so as to enable the company
to verify that only such person as has been appointed by the Member, is
attending the Meeting and exercising rights on behalf of the Member. In
addition, to photo-identification of such Proxy–holder, his signature on the

Attendance Slip may also be matched by the company with his signature
appearing on the proxy form.

6.4.2 An authorised representative of a body corporate or of the

President of India or of the Governor of a State, holding shares
in a company, may appoint a Proxy under his signature.

The President of India or the Governor of a State, if he is a Member of a
company, may appoint such person as he thinks fit to act as his representative
at any Meeting of the company [Sub-section (1) of Section 112 of the Act]. Such
a person appointed for this purpose shall be deemed to be a Member of such
company and is entitled to exercise the same rights and powers as a Member
including right to vote by Proxy.

A Member of a company who is a body corporate may authorise by Resolution
of its Board, or other governing body, such person as it thinks fit to act as its
representative at any Meeting of such company [Section 113 of the Act]. Such a
person appointed as a representative is entitled to exercise the same rights
and powers of a Member, including the right to vote by Proxy.

6.5 Proxies in Blank and Incomplete Proxies

In case there is any objection to the validity of a Proxy, the Chairman is entitled
to take a decision on that question.

Authority of Chairman on validity of Proxy

Without prejudice to the above statutory requirements, the Chairman shal be
the final authority to decide on the validity of the Proxy.

It is for the Chairman to decide the validity of the proxies and his decision in
this regard wil stand unless the contrary is proved [Dawson v. Hormasji AIR

1932 Rang 154]. The validity of the Proxies cannot be decided by scrutinisers.

6.5.1 A Proxy form which does not state the name of the Proxy
shal not be considered valid.

The executor of the Proxy should state the name of the Proxy in the form. A

Proxy form, though duly signed, should not be acted upon unless it bears the
name of the Proxy.

GUIDANCE NOTE ON GENERAL MEETINGS

65

6.5.2 Undated Proxy shal not be considered valid.

A space should be provided in the Proxy form for dating such form and, if the
date is not inserted, the Proxy should be deemed to be invalid, even if it is
otherwise complete in all aspects and has been received within the prescribed
time.

6.5.3 If a Company receives multiple Proxies for the same holdings
of a Member, the Proxy which is dated last shal be considered
valid; if they are not dated or bear the same date without
specific mention of time, al such multiple Proxies shal be
treated as invalid.

Il ustration

Assume that the General Meeting of a company is scheduled on 22nd

September 2017 and company has received 4 proxies for the same
holdings of a Member dated with 5th, 12th, 10th and 20th September 2017.

The proxy dated last should be considered valid i.e. 20th. However, if the
proxies received are not dated or bear the same date without mention of
time, al proxies should be treated as invalid.

6.6 Deposit of Proxies and Authorisations

6.6.1 Proxies shal be deposited with the company either in person
or through post not later than forty-eight hours before the
commencement of the Meeting in relation to which they are
deposited and a Proxy shal be accepted even on a holiday if
the last date by which it could be accepted is a holiday.

The above time limit of forty-eight hours affords the company an opportunity to
scrutinise proxies and for the Chairman to be advised on the validity thereof. It
also facilitates the taking of a pol , if any, as the company would be able to
compile the list of proxies lodged in favor of the various appointees with the
total number of votes which they represent, which in turn would facilitate the
processes of checking of proxies, pol ing, counting of votes, etc.

There is nothing in law to exclude Sundays in the computation of the forty-eight
hours and a Proxy delivered on a Sunday for a Meeting to be held forty-eight
hours later, on Tuesday, would be valid provided the receipt of the Proxy at the
time stated could be determined [K.P. Chackochan v. Federal Bank (1989) 66

Comp. Cas. 953 (Ker)].

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GUIDANCE NOTE ON GENERAL MEETINGS

The actual time of receipt of Proxy should be considered for determining its
validity irrespective of when the form was posted.

Any provision in the Articles of a company which specifies or requires a longer
period for deposit of Proxy than forty-eight hours before a Meeting of the company
shall have effect as if a period of forty-eight hours had been specified in or
required for such deposit.

Effect of MCA Notification

In case of a private company, the proxy shal be deposited with the company in
accordance with this para, unless otherwise provided in the Articles.

In case of a private company, the Articles may contain a provision for deposit
of proxies. In such a case, the Articles should be complied with [In line with

MCA Notification No. G.S.R. 464(E) dated June 5, 2015].

6.6.2 If the Articles so provide, a Member who has not appointed a

Proxy to attend and vote on his behalf at a Meeting may
appoint a Proxy for any adjourned Meeting, not later than
forty-eight hours before the time of such adjourned Meeting.

A Proxy may be appointed for an adjourned Meeting though the Member had
himself attended the original Meeting.

6.6.3 In case of remote e-voting:

(i) the letter of appointment of representative(s) of the

President of India or the Governor of a State; or

(i ) the authorisation in respect of representative(s) of the

Corporations;
shall be received by the scrutiniser/company on or before close of
e-voting.

In case of postal ballot such letter of appointment/ authorisation shall be
submitted to the scrutiniser alongwith physical ballot form.

If the representative attends the Meeting in person to vote thereat, the letter of
appointment/authorisation, as the case may be, shal be submitted before the
commencement of Meeting.

As provided by Article 77(1) and 166(1) of the Constitution, al executive actions
of the Government of India or the Government of a State shall be expressed to
be taken in the name of the President or the Governor, as the case may be. The

GUIDANCE NOTE ON GENERAL MEETINGS

67
acquisition or holding of shares in a company by the Government of India or a

State Government is “executive action” and can, therefore, be made in the
name of the President of India or the Governor of the State, as the case may be.

In view of the above, shares in a Government company can be held in the
name of the President of India or the Governor of a State [Department of Company

Affairs No.15/32/65-IGC dated 30th September 1966].

The President or the Governor of a State becomes a member of a company by
virtue of his position as executive head of the State. It may not be possible for
the President or the Governor to attend the Meetings of the company whose
shares are held in his name, therefore the Act specifical y permits their
authorised representatives in Meetings. Further, the Act also permits the
representation of corporations at the Meetings of a company.

The person so authorised to attend the meeting is entitled to exercise the same
rights and powers, as the President or Governor or the corporation could exercise
as an individual member of the company. However, such authorisation must
be valid and received by the company as stipulated in this Paragraph of SS-2.

6.7 Revocation of Proxies

A Proxy is in the same position as an agent and his authority to act may be
revoked in the same manner as that of an agent. Such authority continues
unless it is revoked.

The relationship between a shareholder and his Proxy is similar to that of
principal and agent. A Proxy can, any time, be revoked by the shareholder

[S.Rm.S.T. Narayana Chettiar v. Kaleeswarar Mil s Ltd. AIR 1952 Mad 515].

The revocation of Proxy can be divided into two categories:

(i) Implied revocation - when the Proxy is revoked by operation of law, it
is termed as implied revocation. In this case it is not necessary for a

Member to give an express Notice of revocation to the company.

(i ) Express revocation - when the Member expressly gives the Notice to
revocation of proxy to the company.

6.7.1 If a Proxy had been appointed for the original Meeting and
such Meeting is adjourned, any Proxy given for the adjourned

Meeting revokes the Proxy given for the original Meeting.

6.7.2 A Proxy later in date revokes any Proxy/Proxies dated prior
to such Proxy.

If a Member has given a Proxy and then, at a later date, gives another Proxy

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GUIDANCE NOTE ON GENERAL MEETINGS
which is valid in al respects, the Proxy given earlier is automatically revoked.

However, where one Proxy was lodged before and the other after the expiry of
the date fixed for lodging proxies, the former would be accepted and the second
would be rejected.

6.7.3 A Proxy is valid until written notice of revocation has been
received by the company before the commencement of the

Meeting or adjourned Meeting, as the case may be.

Except in case of implied revocation, a Proxy is not revoked unless the
written Notice to that effect is received by the company before the
commencement of the Meeting or the adjourned or postponed Meeting, as
the case may be.

Revocation of Proxies cannot be assumed and written Notice of revocation
is necessary [Swadeshi Polytex Ltd. v. V.K. Goel (1988) 63 Comp. Cas. 688

(Del)].

The vote given by a Proxy is valid notwithstanding its revocation provided no
intimation in writing of the revocation is received by the company or by the

Chairman of the Meeting before the vote is cast [K.P. Chackochan v. Federal

Bank (1989) 66 Comp. Cas. 953 (Ker)].

A vote given in accordance with the terms of an instrument of Proxy shall be
valid, notwithstanding the previous death or insanity of the principal or the
revocation of the Proxy or of the authority under which the Proxy was executed
or the transfer of the shares in respect of which the Proxy is given. Provided
that no intimation in writing of such death, insanity, revocation or transfer should
have been received by the company at its office before the commencement of
the Meeting or adjourned Meeting at which the Proxy is used [Regulation 59 of

Table F to Schedule I to the Act].

However, if intimation of death or insanity of the Member has been given to the
company, a Proxy appointed by such Member wil be revoked.

An undated notice of revocation of Proxy shall not be accepted. A notice of
revocation shall be signed by the same Member(s) who had signed the Proxy,
in the case of joint Membership.

6.7.4 When a Member appoints a Proxy and both the Member and

Proxy attend the Meeting, the Proxy stands automatical y
revoked.

The right of a Member to vote in person supersedes rights conferred by the

GUIDANCE NOTE ON GENERAL MEETINGS

69
grant of a Proxy to a Proxy-holder. Mere presence of the Member wil revoke
the Proxy.

It may be noted that the Member concerned should sign the attendance register
or deliver the attendance slip.

6.8 Inspection of Proxies

Before keeping open the proxies for inspection by Members, the Chairman
should decide on the validity or otherwise of the proxies lodged. If any objection
is raised after inspection by a Member, the Chairman may revise his decision.

6.8.1 Requisitions, if any, for inspection of Proxies shal be received
in writing from a Member entitled to vote on any Resolution
at least three days before the commencement of the Meeting.

Once a Proxy form has been deposited, it should be open to the inspection of
all persons entitled to vote. The right of inspection is a necessary corol ary to
the right to challenge the vote of any other Member. The object of inspection is
to enable Members to scrutinise the proxies filed and raise objections to the
validity of any of them.

The manner of inspection may be subject to restrictions.

6.8.2 Proxies shal be made available for inspection during the period
beginning twenty-four hours before the time fixed for the
commencement of the Meeting and ending with the conclusion
of the Meeting.

Every Member entitled to vote on any Resolution at a General Meeting is
entitled to inspect the proxies lodged (whether considered valid/invalid)with
the company, . The inspection should be al owed during the period starting
twenty-four hours before the time fixed for the commencement of the Meeting
and ending with the conclusion of the Meeting.

Inspection shal be al owed between 9 a.m. and 6 p.m. during such period.

Effect of MCA Notification

In case of a private company, inspection of proxies shall be as stated above,
unless otherwise provided in the Articles.

In case of a private company, the Articles may contain a provision as to the
inspection of proxies. In such a case, the Articles should be complied with [In
line with MCA Notification No. G.S.R. 464(E) dated June 5, 2015].

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GUIDANCE NOTE ON GENERAL MEETINGS

6.8.3 A fresh requisition, conforming to the above requirements,
shal be given for inspection of Proxies in case the original

Meeting is adjourned.

As deposit of proxies is al owed even before the adjourned Meeting, a fresh
requisition for inspection of proxies should be filed in case the original Meeting
is adjourned.

6.9 Record of Proxies

6.9.1 All Proxies received by the company shall be recorded
chronological y in a register kept for that purpose.

Al proxies received by the company, irrespective of whether they are valid or
not, should be recorded.

As a good secretarial practice, the time of receipt may also be mentioned in
the register and on the Proxy itself.

6.9.2 In case any Proxy entered in the register is rejected, the
reasons therefor shal be entered in the remarks column.

If for any reason, a Proxy is rejected, the fact of and the reasons for such
rejection should be recorded on the Proxy itself and in the Register of Proxies.

7. Voting

Voting is a method by which the Meeting decides whether it approves or
disapproves the Resolution. It is a procedure which enables the Chairman to
ascertain the true sense of the Meeting on any Resolution put before it.

Only those Members entitled to vote either in person or, where permissible,
through authorised representative or Proxy, can participate in the voting
process. The voting process may be through show of hands, bal ot process,
e-voting or voting by postal bal ot. In order to be entitled to vote, the Member
concerned should be holding shares entitled to voting rights as on the cut-off
date or record date or any other date as the company would have specified
in the Notice of General Meeting. In certain cases, for instance, where

Regulation 55 of Table F of Schedule I to the Act applies, a Member wil not
be entitled to vote at any General Meeting unless al cal s or other sums
presently payable by him in respect of shares in the company have been
paid.

GUIDANCE NOTE ON GENERAL MEETINGS

71

7.1 Proposing a Resolution at a Meeting

Every Resolution, except a Resolution which has been put to vote through

Remote e-Voting or on which a pol has been demanded, shal be proposed
by a Member and seconded by another Member.

This Standard is relevant for a company which has not provided e-voting facility
to its Members and takes up the Resolution for consideration at the Meeting
directly.

In the case of a company which has provided e-voting facility, voting
commences much before a physically convened General Meeting is held.

Further, where a Pol is conducted at the Meeting, the Pol is ordered to be
taken up by the Chairman on his own motion or on a demand made in that
behalf. Hence, there is no need to propose and second the Resolution.

In such cases, it is not necessary to fol ow this conventional practice which
causes no harm if practiced. The Chairman shal have the discretion in requiring
proposing or seconding of the Resolution, while considering the same at the

Meeting.

A Proxy cannot speak and therefore he cannot propose or second a Resolution.

However, the position of an authorised representative of a body corporate is
different as discussed earlier in paragraph 3.1 and 3.2 and such a person is
entitled to propose and second a Resolution.

7.2 E-voting

7.2.1 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 shal provide e-
voting facility to their Members to exercise their Voting Rights.

Other companies presently prescribed are companies having not less than
one thousand Members.

Nidhis are not required to provide e-voting facility to their Members.

Every company having its equity shares listed on a recognised stock exchange
and every company having not less than one thousand members should provide
e-voting facility to its Members to exercise their voting rights. However, pursuant
to proviso to Rule 20(2) of the Companies (Management and Administration)

Rules, 2014 , a Nidhi or an enterprise or institutional investor referred to in

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GUIDANCE NOTE ON GENERAL MEETINGS

Chapter XB (companies listed on SME Exchange) or Chapter XC (companies
listed on Institutional trading platform) of the Securities and Exchange Board of

India (Issue of Capital and Disclosure Requirements) Regulations, 2009 are
exempt from providing e-voting facility.

The facility of Remote e-voting does not dispense with the requirement of
holding a General Meeting by the company.

It is mandatory to have a physical General Meeting in view of the fact that e-
voting is only a facility and it is not mandatory for the Members to use the
same. Members may stil prefer to attend the Meeting and exercise their voting
rights at such Meeting.

Therefore, a Meeting should be cal ed and held in the normal way with the
fulfil ment of al attendant factors such as a Quorum. In case the Quorum is not
present at the Meeting, such Meeting shal stand adjourned as per the
applicable provisions for want of Quorum and the fate of the Resolutions put
before such a Meeting would be decided at the adjourned Meeting.

If at adjourned Meeting also a Quorum is not present, the Members present
shall be the Quorum [Sub–section (3) of Section 103 of the Act]. It means even
if two Members are present, the Meeting wil be valid.

At an adjourned General Meeting, if only one Member is present, such
adjourned General Meeting shal stand cancel ed for want of a minimum of
two members to constitute a Meeting and the Resolution would fail, even if

Remote e-voting has taken place.

7.2.2 Voting at the Meeting

Every company, which has provided e-voting facility to its Members, shal
also put every Resolution to vote through a bal ot process at the Meeting.

Ballot process may be carried out by distributing ballot/pol slips or by making
arrangement for voting through computer or secure electronic systems.

Voting at the Meeting should be made available for Members through a ballot
process, which may be carried out by distributing ballot papers/pol slips or by
making arrangement for voting through computer or secure electronic systems.

Voting through a bal ot process at the Meeting is different from Demand for pol
under Section 109 of the Act and Paragraph 9 of SS-2.

The company may provide the same electronic voting system for the bal ot
process as used during Remote e-voting. In such cases, the said facility should

GUIDANCE NOTE ON GENERAL MEETINGS

73
be in operation til all the Resolutions are considered and voted upon in the

Meeting and may be used for voting only by the Members attending the Meeting
in person or through Proxy, and who have not exercised their right to vote
through Remote e-voting [Proviso to clause (vi i) of sub-rule (4) of Rule 20 of

Companies (Management and Administration) Rules, 2014 ].

It is not necessary for a Quorum to be present while the ballot process is being
conducted or when the scrutiniser is doing his job or when the result is
announced.

Any Member, who has already exercised his votes through Remote e-voting,
may attend the Meeting but is prohibited to vote at the Meeting and his vote, if
any, cast at the Meeting shal be treated as invalid.

A Proxy can vote in the ballot process.

7.3 Show of Hands

Every company shal , at the Meeting, put every Resolution, except a

Resolution which has been put to Remote e-voting, to vote on a show of
hands at the first instance, unless a pol is validly demanded.

A Resolution, in the first instance, should be put to vote on a show of hands. In
such case, each Member present in person has only one vote regardless of
the number of shares held by him.

A Resolution put to vote at the General Meeting should be decided on show of
hands provided no pol is demanded under Section 109 of the Act, or no facility
of Remote e-voting is provided [Sub-section (1) of Section 107 of the Act].

In view of the provisions of Section 107 of the Act, voting by show of hands is
not permitted in cases where Rule 20 of Companies (Management and

Administration) Rules, 2014 is applicable. Rule 20 deals with voting through
electronic means.

In Remote e-voting, the voting rights of a Member are determined on the basis
of his share in the paid up equity share capital or on the basis of his share in
the paid up preference share capital, as the case may be and he need not
necessarily use all his votes in favour or against and may use some votes in
favour and some against the same Resolution. However, in a voting by show
of hands, every Member shal have only one vote. Therefore, the practice of
voting by show of hands is incompatible with Remote e-voting [Vide MCA

Circular No. 20/2014 dated 17th June, 2014].

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GUIDANCE NOTE ON GENERAL MEETINGS

A Proxy cannot vote on a show of hands.

Proxies are not entitled to vote when a Resolution is put to vote on a show of
hands.

Representatives of bodies corporate, or of the President of India or of Governors
of States, holders of powers of attorney, guardians of minors and Kartas of

HUFs should be treated as Members personal y present for the purposes of
voting on show of hands [Section 112 & Section 113 of the Act].

Procedure for voting on show of hands

When the Chairman puts a Resolution to vote on a show of hands, he should
first request those Members who are in favour of the Resolution to raise their
hands. Thereafter, he should request those Members who are against the

Resolution to raise their hands.

On counting–

(a) in the case of an Ordinary Resolution, if the number of hands raised in
favour of the Resolution exceeds the number of hands raised against,
the Resolution can be said to have been passed.

(b) in the case of a Special Resolution, if the number of hands raised in
favour of the Resolution is at least three times the number of hands
raised against the Resolution, the Special Resolution can be said to
have been passed.

The Chairman should ascertain if the Resolution has been carried through with
the requisite majority of votes in favour of the Resolution. In case of any doubt,
he should order a pol to ascertain the same.

On completion of voting on a show of hands, the Chairman should declare the
result by announcing that the Resolution has been passed by the requisite
majority or that such Resolution has not been passed.

The result of voting so declared by the Chairman should subsequently be
recorded in the Minutes of the Meeting and such record shal be conclusive
evidence of the fact that the Resolution has been passed or not, and no further
proof of the number of votes cast for or against the Resolution should be
necessary.

When voting takes place by show of hands, declaration by the Chairman as to
the result of voting is conclusive evidence that the Resolution was passed or not
passed, as the case may be [E.D. Sasoon United Mil s, Re AIR 1929 Bom 38].

GUIDANCE NOTE ON GENERAL MEETINGS

75

However, this may not be so in the fol owing two cases:

(a) when a pol is demanded [Anthony v. Seger (1789) 1 HAG CON 13 ]; and

(b) when the declaration is without taking a count of the number or
proportion of the votes recorded in favour or against the Resolution

[Dhakeshwari Cotton Mil s Ltd. v. Nil Kamal Chakravarthy and Others

(1937) 7 Comp. Cas. 417 (Cal)].

If Members or Proxy holders having requisite percentage of shareholding/
voting power, as the case may be, demand a pol , it becomes the duty of the

Chairman to order a pol .

Any objection as to the result declared on show of hands, should be made at
once, i.e. the Chairman’s ruling that a Resolution has been carried on show of
hands should be chal enged at that very time. It cannot be chal enged
subsequently [Arnot v. United African Lands Ltd. (1901) 1 Ch 518 (CA)].

Effect of MCA Notification

In case of a private company, the voting by show of hands shall be in
accordance with this para, unless otherwise provided in the Articles.

In case of a private company, the Articles may contain a provision as to the
voting by show of hands at the General Meetings. In such a case, the Articles
should be complied with [In line with MCA Notification No. G.S.R. 464(E) dated

June 5, 2015].

7.4 Pol

The Chairman shal order a poll upon receipt of a valid demand for pol
either before or on the declaration of the result of the voting on any

Resolution on show of hands.

Before or on the declaration of the result of the voting on any Resolution put to
vote on a show of hands, a pol should be ordered to be taken by the Chairman
on a demand made in that behalf –

(a) in the case a company having a share capital, by the Members present
in person or by Proxy, where allowed, and having not less than one-
tenth of the total voting power or holding shares on which an aggregate
sum of not less than rupees five lakh has been paid up; and

(b) in the case of any other company, by any Member or Members present
in person or by Proxy, where allowed, and having not less than one-
tenth of the total voting power.

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GUIDANCE NOTE ON GENERAL MEETINGS

A pol demanded should be taken within forty eight hours from the time when
demand was made, except on the question of adjournment of the Meeting or
appointment of Chairman which should be taken forthwith [Sub-sections (3)

and (4) of Section 109 of the Act].

A pol can be demanded even before declaration of result of voting on a show
of hands. A specimen of a demand for pol is placed at Annexure X.

In case of demand for pol , the Chairman should act bona fide and ascertain
the wishes of the Members [Second Consolidated Trust Ltd. v. Ceylon

Amalgamated Tea and Rubber Estates Ltd. (1943) 2 Al ER 567].

The Company should use the Form MGT-12 as the pol ing paper for conducting
the pol .

The pol may be taken by the Chairman, on his own motion also.

The Chairman may, on his own motion, order a pol before or on the declaration
of the result of voting on a show of hands [Sub-section (1) of Section 109 of the

Act].

Pol in such cases shall be through a Bal ot process.

While a Proxy cannot speak at the Meeting, he has the right to demand or join
in the demand for a pol .

Effect of MCA Notification

In case of a private company, the pol shall be conducted in accordance with
this para, unless otherwise provided in the Articles.

In case of a private company, the Articles may contain a provision as to the
demand for pol at the General Meetings. In such a case, the pol should be
conducted as provided in the Articles [In line with MCA Notification No. G.S.R.

464(E) dated June 5, 2015].

7.5 Voting Rights

7.5.1 Every Member holding equity shares and, in certain cases as
prescribed in the Act, every Member holding preference
shares, shal be entitled to vote on a Resolution.

Whether it is a Meeting called under the authority of the Board or in pursuance
of a requisition of eligible Members, only those persons who are entitled to
vote on a Resolution should vote.

GUIDANCE NOTE ON GENERAL MEETINGS

77

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 Member present in person or by Proxy shal , on a pol or bal ot, have votes
in proportion to his share in the paid up equity share capital of the company,
subject to differential rights as to voting, if any, attached to certain shares as
stipulated in the Articles or by the terms of issue of such shares.

Preference shareholders have a right to vote only in certain cases as prescribed
under the Act.

In e-voting or ballot process at the General Meeting, the number of votes cast
in favour or against should be reckoned on the basis of the Member’s share in
the paid-up capital of the company, and the Chairman of the Meeting should
regulate the Meeting accordingly.

A company may, if so authorised by its Articles, accept from any Member, the
whole or a part of the amount remaining unpaid on any shares held by him,
even if no part of that amount has been called up. A Member of the company
limited by shares shal not be entitled to any voting rights in respect of the
amount paid by him on any shares held by him until that amount has been
cal ed up [Section 50 of the Act].

Entitlement to vote:

Equity Shareholders

One of the basic rights of a Member is to attend and vote at General Meetings
of the company and normally anyone whose name is borne on the Register of

Members of the company on the date of the General Meeting is entitled to
attend the Meeting and vote, irrespective of when he became a Member.

Thus, every Member whose name appears on the Register of Members on the
day of the General Meeting has the right to attend and vote at the General

Meeting.

However, this position wil not hold good in cases where Remote e-voting
facility has been provided.

In cases where facility of Remote e-voting has been provided, only those

Members whose names are recorded in the Register of Members of the
company as on the cut-off date wil be entitled to vote at the Meeting.

Cut-off date means a date not earlier than seven days before the date of

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GUIDANCE NOTE ON GENERAL MEETINGS

General Meeting for determining the eligibility to vote by electronic means or
in the General Meeting.

If conversion of debenture into shares has taken place prior to the cut-off date,
such shareholders are entitled to attend and vote on the Resolution placed
before a General Meeting. However, if conversion has taken place after the
cut-off date but before the General Meeting, such shareholders may attend the

Meeting with the right to speak but without any voting rights.

Preference Shareholders

A preference shareholder has a right to vote only in the fol owing cases:

1. On Resolutions placed before the company which directly affects the
rights attached to his preference shares.

2. On any Resolution for the winding up of the company or for the
repayment or reduction of its equity or preference share capital.

3. On al Resolutions if dividend on the preference shares has not been
paid for a period of two years or more [Second proviso to sub-section

(2) of Section 47 of the Act]. If dividend default as aforesaid pertains
only to a class of preference shares, it is only the holders of such class
of preference shares who wil have voting rights as aforesaid on al

Resolutions placed before the company.

While under the Companies Act, 1956 there was a difference between
cumulative preference shares and non-cumulative preference shares with
respect to voting rights, there is no such distinction between those two types of
preference shares under the Act.

The voting rights of a preference shareholder on a pol should be in proportion
to his shares in the paid-up preference share capital of the company.

Where the preference shareholders are entitled to vote, the proportion of the
voting rights of equity shareholders to the voting rights of the preference
shareholders shall be in the same proportion as the paid-up capital in respect
of the equity shares bears to the paid-up capital in respect of the preference
shares [First Proviso to the Section 47 (2) of the Act].

Joint-holders

Unless otherwise provided in the Articles, any one of two or more joint
holders may vote at a Meeting either personal y or by Proxy in respect of
such shares as if he was solely entitled thereto and if more than one of

GUIDANCE NOTE ON GENERAL MEETINGS

79
such joint holders is present personal y or by Proxy or by attorney, then that
one of such persons so present whose name stands first or higher on the

Register of Members in respect of such shares shall alone be entitled to
vote in respect thereof. However, any other joint holder shal be entitled to
be present at the Meeting.

In the case of joint shareholding, vote of the senior, whether in person or by

Proxy, should be accepted to the exclusion of the votes of the other joint holders.

For this purpose seniority wil be determined by the order in which the names
stand in the Register of Members [Regulation 52 of Table F of Schedule I to the

Act].

Cal s in arrears

The Articles of the company may provide that no Member shall exercise any
voting rights in respect of any shares registered in his name on which any calls
or other sums presently payable by him have not been paid or in regard to
which the company has exercised any right of lien [Sub-section (1) of Section

106 of the Act].

Persons of unsound mind

A Member of unsound mind, or in respect of whom an order has been made
by any Court having jurisdiction in lunacy, may vote, whether on a show of
hands or on a pol , by his committee or other legal guardian, and any such
committee or guardian may, on a pol , vote by Proxy [Regulation 53 of Table F
of Schedule I to the Act].

Minors

Minors are entitled to vote at Meetings, both on a show of hands and on a pol
through their guardians only.

Insolvent Member

An insolvent Member is entitled to exercise his voting rights, which are attributed
to his status as a Member, so long as his name remains on the Register of

Members of the company as a Member.

Hindu Undivided Family

A Hindu Undivided Family [HUF], in respect of shares held by it, can participate
in the voting process through its Karta or any other adult Member of the HUF
duly authorised by the Karta.

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GUIDANCE NOTE ON GENERAL MEETINGS

Bodies corporate/President of India/Governors of States

Bodies corporate or the President of India and Governors of States can
participate in the voting process by representatives appointed by them or through
the proxies of such representatives [Section(s) 112 and 113 of the Act].

Effect of MCA Notification

In case of a private company, the voting rights shall be reckoned in accordance
with this para, unless otherwise provided in the Memorandum or Articles of
the company.

Private companies are exempted from Section 43 and Section 47 of the Act,
where the Memorandum or Articles so provide [MCA’s Notification No. 464(E)

dated June 5, 2015]. Therefore private companies may make different provision
in the Articles as far as kinds of share capital and voting rights are concerned.

In such cases the voting rights shal be reckoned in accordance with the Articles.

In case of a Nidhi, no Member shal exercise voting rights on pol in excess of
five per cent of total voting rights of equity shareholders.

7.5.2 A 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.

Specific related party transactions provided in Section 188 of the Act read with
the Rule 15(3) of the Companies (Meetings of the Board and its Powers) Rules,

2014, which are not in the ordinary course of business or not on an arm’s
length basis, would need prior approval of Members at a General Meeting.

Where any Member is a related party, such a Member is not entitled to vote on
the Resolution relating to such contract or arrangement provided such Member
is a related party in the context of the contract or arrangement that is being
specifical y approved at the General Meeting.

Regulation 18(1)(d) of Listing Regulations

Al entities falling under the definition of related parties as per LODR and

Companies Act, 2013, shall abstain from voting, irrespective of whether
the entity is a party to the particular transaction or not.

Exemptions

Transactions arising out of Compromises, Arrangements and Amalgamations

GUIDANCE NOTE ON GENERAL MEETINGS

81
dealt with under specific provisions of the Act wil not attract the requirements
of Section 188 of the Act [General Circular No. 30/2014 dated 17th July 2014].

Transactions entered into between a holding company and its whol y owned
subsidiary are exempted from the requirement of shareholder’s approval under

Section 188 of the Act, if the accounts of such whol y owned subsidiary have
been consolidated with the holding company and placed before the shareholders
at the General Meeting for approval.[Companies (Amendment) Act, 2015 with
effect from 29th May, 2015].

Further, in case of a transaction between the holding company and its whol y
owned subsidiary where the accounts of the subsidiary are not consolidated
with the holding company, the resolution passed by the holding company shal
be sufficient for the purpose of entering into the transaction between the whol y
owned subsidiary and the holding company.

Such transactions therefore wil not attract the requirements of this paragraph
of SS-2.

Chairman – A related party

If the Chairman is a related party in respect of a Resolution relating to approval
of a contract or arrangement, he should entrust the conduct of the proceedings
in respect of such item to any dis-interested Director or to a Member, with the
consent of the other Members present, and resume the chair after that item of
business in which he is a related party has been transacted.

Effect of MCA Notification

In case of a private company, a member who is a related party is entitled
to vote on such Resolution.

In case of a private company, a Member who is a related party may vote on a

Resolution relating to approval of any contract or arrangement in which such

Member is a related party [In line with MCA Notification No. G.S.R. 464(E) dated

June 5, 2015].

A member who is a related party is entitled to vote on a Resolution pertaining
to approval of any contract or arrangement to be entered into by:

(a) A Government company with any other Government company; or

(b) An unlisted Government company with the prior approval of
competent authority, other than those contract or arrangements
referred in clause (a).

[In line with MCA Notification No. G.S.R. 463(E) dated June 5, 2015]

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GUIDANCE NOTE ON GENERAL MEETINGS

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 electronical y or on a pol , the Chairman of
the Meeting shal have a second or casting vote.

A second or casting vote is a deciding vote. Second or Casting vote is the vote
of a Chairman of a Meeting which he can use in the event of a tie in voting, i.e.

equality of votes in favour of or against a Resolution. Second or casting vote is
different from the original vote of the Chairman as a Member and it can be
exercised only after the process of voting has been completed.

In case of a Board Meeting, the second or casting vote to the Chairman is
al owed by the Model Articles under the Act [Regulation 68 (i ) and 73 (i ) of

Table F of Schedule I to the Act]. To facilitate the decision making process, this
proposition is extended in case of General Meetings in line with Section 114
of the Act which provides for casting vote of the Chairman of a General

Meeting.

Accordingly, in the event of equality of votes on a particular matter at a General

Meeting, the Chairman can cast a second or casting vote on such matter
subject to any provision to the contrary in the Articles, provided he is a member
of the company.

Thus, the Articles of the company may expressly prohibit exercise of second or
casting vote by the Chairman, in such case, the Chairman shall not have a
second or casting vote. In case the Articles are silent, the Chairman may use
his discretion to have a second or casting vote.

The discretion to use or not to use his casting vote vests entirely with the

Chairman. If the Chairman declines to exercise his second or casting vote and
there is then an equality of votes, the Resolution is lost.

Where the Chairman chooses to exercise his vote as a member, he should do
so before the voting is concluded.

Where the Chairman has entrusted the conduct of proceedings in respect of an
item in which he is interested to any Non-Interested Director or to a Member, a
person who so takes the chair shal have a second or casting vote.

8. Conduct of e-voting

This paragraph of SS-2 would be applicable to those companies which have to

GUIDANCE NOTE ON GENERAL MEETINGS

83
provide the facility of Remote e-voting to their Members and to al those
companies that may provide such facility voluntarily.

8.1 Every Company that is required or opts to provide e-voting facility
to its Members shal comply with the provisions in this regard.

Every company which has listed its equity shares on a recognised stock
exchange and every company having not less than one thousand members
shall provide to its members facility to exercise their right to vote on resolutions
proposed to be considered at a general meeting by electronic means. A Nidhi,
or an enterprise or institutional investor referred to in Chapter XB or Chapter XC
of the Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009 is not required to provide the facility to vote
by electronic means. [Rule 20(2) of the Companies (Management and

Administration) Rules, 2014 ]

Once a company voluntarily opts for e-voting, it should comply with-

(i) The e-voting rules made under the Act; and

( i ) The requirements of SS-2.

8.2 Every Company providing e-voting facility shal offer such facility to
al Members, irrespective of whether they hold shares in physical
form or in dematerialised form.

However such e-voting facility wil not be provided to those Members whose
voting rights are frozen by virtue of transfer of their shares to IEPF or to the

‘Unclaimed Suspense Account’ of the company.

8.3. The facility for Remote e-voting shal remain open for not less than
three days.

The voting period shal close at 5 p.m. on the day preceding the date of the

General Meeting.

Once the vote on a Resolution is cast by the Member, he should not be al owed
to change it subsequently or cast the vote again.

8.4 Board Approval

The Board shal :

(a) appoint one or more scrutinisers for e-voting or the bal ot process;

The scrutiniser(s) may be a Company Secretary in Practice, a Chartered

Accountant in Practice, a Cost Accountant in Practice, or an Advocate or any

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GUIDANCE NOTE ON GENERAL MEETINGS
other person of repute who is not in the employment of the company and who
can, in the opinion of the Board, scrutinise the e-voting process or the bal ot
process, as the case may be, in a fair and transparent manner.

Scrutiny of votes cast, either on e-voting or ballot process, envisages detailed
examination of the relevant records and calls for comprehensive knowledge
and competence to deal with the intricacies and technicalities involved. These
matters require professional knowledge, efficiency, fairness and transparency.

The scrutiniser(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 scrutiniser(s) shall be obtained from the scrutiniser(s)

and placed before the Board for noting.

The scrutiniser should be wil ing to be appointed and be available for the
purpose of ascertaining the requisite majority [Rule 20(4)(x) of the Companies

(Management and Administration) Rules,2014].

(b) appoint an Agency;

An Agency should be appointed for providing and supervising the electronic
platform for e-voting.

(c) decide the cut-off date for the purpose of reckoning the names of

Members who are entitled to Voting Rights;

The cut-off date for determining the Members who are entitled to vote through

Remote e-voting or voting at the Meeting shall be a date not earlier than seven
days prior to the date fixed for the Meeting.

Only Members as on the cut-off date, who have not exercised their Voting

Rights through Remote e-voting, shal be entitled to vote at the Meeting.

8.5 Notice

8.5.1 Notice of the Meeting, wherein the facility of e-voting is provided,
shal be sent either by registered post or speed post or by courier
or by e-mail or by any other electronic means.

The Notice in case of e-voting should not be served through hand delivery or
ordinary post.

The provisions of sending Notice covered in paragraph 1.2.2 of SS-2 shall be
mutatis-mutandis applicable for the purpose of sending Notice, wherein the
facility of e-voting is provided.

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85

An advertisement containing prescribed details shal be published, immediately
on completion of despatch of notices for Meeting but atleast twenty one days
before the date of the General Meeting, at least once in a vernacular newspaper
in the principal vernacular language of the district in which the registered office
of the company is situated and having a wide circulation in that district and at
least once in English language in an English newspaper, having country-wide
circulation, and specifying therein, inter-alia the fol owing matters, namely:-

(a) A statement to the effect that the business may be transacted by e-
voting;

(b) The date and time of commencement of Remote e-voting;

(c) The date and time of end of Remote e-voting;

(d) The cut-off date as on which the right of voting of the Members shal
be reckoned;

(e) The manner in which persons who have acquired shares and become

Members after the despatch of Notice may obtain the login ID and
password;

(f) The manner in which company shall provide for voting by Members
present at the Meeting;

(g) The statement that

(i) Remote e-voting shal not be allowed beyond the said date and
time;

(i ) a Member may participate in the General Meeting even after
exercising his right to vote through Remote e-voting but shall not
be entitled to vote again; and

(i i) a Member as on the cut-off date shal only be entitled for availing
the Remote e-voting facility or vote, as the case may be, in the

General Meeting;

(h) website address of the company, in case of companies having a website
and Agency where Notice is displayed; and

(i) Name, designation, address, e-mail ID and phone number of the person
responsible to address the grievances connected with the e-voting.

Advertisement shall simultaneously be placed on the website of the company,
til the conclusion of Meeting, in case of companies having a website and of
the Agency.

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GUIDANCE NOTE ON GENERAL MEETINGS

Effect of MCA Notification

In the case of Nidhis, the Notice may be served only on Members who hold
shares of more than one thousand rupees in face value or more than one
percent of the total paid-up share capital of the company, whichever is less. For
other shareholders, Notice may be served by a public notice in newspaper
circulated in the district where the Registered Office of the Nidhi is situated; and
also be placed on the Notice Board of the company [In line with MCA Notification

No. G.S.R. 465(E) dated June 5, 2015].

8.5.2 Notice shal simultaneously be placed on the website of the

Company, in case of companies having a website, and of the

Agency.

Such Notice shall remain on the website til the date of General Meeting.

8.5.3 Notice shal inform the Members about procedure of Remote
e-voting, availability of such facility and provide necessary
information thereof to enable them to access such facility.

Notice shall clearly state that the company is providing e-voting facility and that
the business may be transacted through such voting.

Notice shal describe clearly the Remote e-voting procedure and the procedure
of voting at the General Meeting by Members who do not vote by Remote e-
voting.

The Notice of the Meeting should clearly state that the facility for voting, either
through electronic voting system or bal ot or pol ing paper, is being made
available at the Meeting and that Members attending the Meeting, who have
not already cast their vote by Remote e-voting, shall only be able to exercise
their voting right at the Meeting.

Notice shall also clearly specify the date and time of commencement and end
of Remote e-voting and contain a statement that at the end of Remote e-voting
period, the facility shal forthwith be blocked.

Notice shall also contain contact details of the official responsible to address
the grievances connected with voting by electronic means.

Notice shall clearly specify that any Member, who has voted by Remote e-
voting, cannot vote at the Meeting.

Notice shall also specify the mode of declaration of the results of e-voting.

GUIDANCE NOTE ON GENERAL MEETINGS

87

Notice shal also clearly mention the cut-off date as on which the right of voting
of the Members shal be reckoned and state that a person who is not a Member
as on the cut-off date should treat this Notice for information purposes only.

Notice shall provide the details about the login ID and the process and manner
for generating or receiving the password and for casting of vote in a secure
manner.

8.6 Declaration of results

8.6.1 The scrutiniser(s) shal submit his report within three days from
the date of the Meeting to the Chairman or a person authorised
by him, who shal countersign the same and declare the
result of the voting forthwith with details of the number of
votes cast for and against the Resolution, invalid votes and
whether the Resolution has been carried or not.

The scrutiniser(s) shal , immediately after the conclusion of voting at the

Meeting, first count the votes cast at the meeting, thereafter unblock the votes
cast through remote e-voting in the presence of at least two witnesses not in
the employment of the company and make, not later than three days of
conclusion of the meeting, a consolidated scrutiniser’s report of the total votes
cast in favor or against, if any, to the Chairman or a person authorised by him
in writing who shall countersign the same and declare the result of the voting
forthwith.

The manner in which Members have cast their votes, that is, affirming or
negating the Resolution or otherwise, should not be available to the Chairman,
scrutiniser or any other person til the votes are cast in the Meeting or voting at
the Meeting ends [Rule 20(4)(xii) of Companies (Management and

Administration) Rules, 2014].

The purpose of the requirement to maintain such confidentiality is to ensure
that no one is influenced by the manner in which votes have been cast by
those who have voted already.

Regulation 44(3) of Listing Regulations: Voting by Shareholders

Equity Listed Company should submit to the stock exchange, within forty
eight hours of conclusion of its General Meeting, details regarding the
voting results in the format specified for this purpose.

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GUIDANCE NOTE ON GENERAL MEETINGS

Regulation 30(6) of Listing Regulations: Disclosure of events or
information

Equity Listed Company should send a copy of the Proceedings of every

General Meeting to the stock exchange(s) within 24 hours of its conclusion.

Such Proceedings should include date of the Meeting, brief details of
item deliberated and results thereof and manner of approval proposed
for certain items (e-voting etc.).

8.6.2 The result of the voting, with details of the number of votes
cast for and against the Resolution, invalid votes and whether
the Resolution has been carried or not shal be displayed for
at least three days on the Notice Board of the company at its

Registered Office and its Head Office as well as Corporate

Office, if any, if such office is situated elsewhere. Further, the
results of voting alongwith the scrutiniser’s report shal also
be placed on the website of the company, in case of companies
having a website and of the Agency, immediately after the
results are declared.

Results of the voting should be displayed at the Registered Office of the company.

Such results should also be displayed at the Head Office as wel as the Corporate

Office of the company, if such offices are situated elsewhere i.e. at places other
than the Registered Office.

Placing of voting result on the website as wel as on the Notice Boards at the

Registered Office/ Head Office/ Corporate Office of the company is being
provided for wider coverage and for convenience of the Members who may
visit such offices.

In case of companies whose equity shares are listed on a recognised stock
exchange, the company should, simultaneously, forward the results to the
concerned stock exchange or exchanges where its equity shares are listed, for
placing the same on the website of such stock exchange(s) [Rule 20(4)(xvi) of
the Companies (Management and Administration) Rules,2014].

8.6.3 The Resolution, if passed by a requisite majority, shal be
deemed to have been passed on the date of the relevant

General Meeting.

For the purpose of this paragraph, the requisite number of votes should be the
votes required to pass the Resolution as an ‘Ordinary Resolution’ or a ‘Special

Resolution’, as the case may be, under Section 114 of the Act.

GUIDANCE NOTE ON GENERAL MEETINGS

89

Such majority would be determined after the voting at the relevant General

Meeting is over.

8.7 Custody of scrutinisers’ register, report and other related papers

The scrutinisers’ register, report and other related papers received from
the scrutiniser(s) shal be kept in the custody of the Company Secretary or
any other person authorised by the Board for this purpose.

The register and all other papers relating to voting by electronic means should
remain in the safe custody of the scrutiniser until the Chairman considers,
approves and signs the Minutes and thereafter, the scrutiniser should hand
over the register and other related papers to the company [Rule 20(4)(xv) of the

Companies (Management and Administration) Rules, 2014].

9. Conduct of Pol

9.1 When a pol is demanded on any Resolution, the Chairman shal
get the validity of the demand verified and, if the demand is valid,
shal order the poll forthwith if it is demanded on the question of
appointment of the Chairman or adjournment of the Meeting and,
in any other case, within forty-eight hours of the demand for pol .

A pol when validly demanded should be taken, even if the Chairman had
refused to grant the pol [M.K. Srinivasan and Others v. W. S. Subrahmanya

Aiyar and Others (1932) 2 Comp. Cas. 147].

Where the Chairman refused to order a pol even after a valid demand for pol
had been made, the business on the agenda for which the pol was demanded
and which was carried through by show of hands becomes invalid [Namita

Gupta v. Cachar Native Joint Stock Co. Ltd. (1999) 98 Comp. Cas. 655 (CLB)].

If a valid demand for pol is refused by the Chairman, the Meeting should
either be re-convened or a new Meeting should be convened to hold the pol
or to consider the item in respect of which the valid demand for pol was not
granted, as the case may be.

The result of the pol is deemed to be the decision of the Meeting on the Resolution
on which the pol was taken [Sub-section (7) of Section 109 of the Act].

Once a valid demand for a pol has been received, those who have made the
demand may withdraw it at any time. However, such withdrawal should be
made before the declaration of the results of the pol [Sub-section (2) of Section

109 of the Act].

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GUIDANCE NOTE ON GENERAL MEETINGS

Any business, other than that upon which a pol is demanded, can be
proceeded with, pending taking of the pol .

Where Resolutions are put to vote through Remote e-voting, pol cannot be
demanded on any Resolution, other than for adjournment of the Meeting or
election of Chairman of the Meeting.

9.2 In the case of a poll, which is not taken forthwith, the Chairman
shal announce the date, venue and time of taking the pol to enable

Members to have adequate and convenient opportunity to exercise
their vote. The Chairman may permit any Member who so desires
to be present at the time of counting of votes.

The Chairman has the power to fix and announce the date, time and place of
taking the pol and should exercise this power impartial y and reasonably so
as to ensure that all the Members of the company who wish to exercise their
vote have the opportunity to do so. The Chairman should, while deciding the
time and place of the pol , take into account the specific circumstances, the
nature and importance of the items of business to be put to vote and the
reasons for the demand for a pol .

However, the date on which pol wil take place should not be a National

Holiday.

The Meeting wil be deemed to conclude when voting by way of pol is
completed.

If the date, venue and time of taking the pol cannot be announced at the

Meeting, the Chairman shall inform the Members, the modes and the time of
such communication, which shall in any case be within twenty four hours of
closure of the Meeting.

A Member who did not attend the Meeting can participate and vote in the pol
in such cases.

Any mode of communication viz. public notice, advertisement through
newspaper, website of the company, e-mail etc. may be used for informing the

Members regarding the pol .

A specimen of the announcements to be made by the Chairman in connection
with a pol is placed at Annexure XI and the checklist for pol is placed at

Annexure XI .

In case of a private company, the demand and conduct of pol shal be as
stated above, unless otherwise provided in the Articles.

GUIDANCE NOTE ON GENERAL MEETINGS

91

In case of a private company, the Articles may contain a provision as to the
demand and conduct of pol . In such a case, the Articles should be complied
with [In line with MCA Notification No. G.S.R. 464(E) dated June 5, 2015].

9.3 Each Resolution put to vote by poll shal be put to vote separately.

One ballot paper may be used for more than one item.

Each Resolution on which a pol is demanded should be put to vote separately.

Al the Resolutions may, however, be included in one pol ing paper, to be
separately marked by the voters.

Form No. MGT-12 prescribed by MCA contains the form in which the pol ing
paper should be prepared.

9.4 Appointment of scrutinisers

The Chairman shal appoint such number of scrutinisers, as he deems
necessary, who may include a Company Secretary in Practice, a Chartered

Accountant in Practice, a Cost Accountant in Practice, an Advocate or any
other person of repute who is not in the employment of the company, to
ensure that the scrutiny of the votes cast on a pol is done in a fair and
transparent manner.

Scrutiny of votes cast on a pol envisages detailed examination of the relevant
records and calls for comprehensive knowledge and competence to deal with
the intricacies and technicalities involved. These matters require professional
knowledge, efficiency, fairness and transparency.

There is no bar on appointing any number of scrutinisers if the volume of work
involved warrants such appointments. The Chairman should use his discretion
in this regard and appoint such number of scrutinisers, as he deems necessary.

The same scrutiniser(s) appointed for remote e-voting and the ballot process at
the Meeting may be appointed for pol .

At any time before the result of the pol is declared, the Chairman has the
power, if circumstances warrant, to remove the scrutiniser from office. The

Chairman also has the power to fil the vacancy in the office of scrutiniser
arising from such removal or from any other cause.

In case of a private company, the appointment of scrutiniser(s) shall be in
accordance with this para, unless otherwise provided in the Articles.

In case of a private company, the Articles may contain a provision as to the

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GUIDANCE NOTE ON GENERAL MEETINGS
appointment of scrutiniser(s) in case of Pol . In such a case, the Articles should
be complied with [In line with MCA Notification No. G.S.R. 464(E) dated June 5,

2015].

9.5 Declaration of results

9.5.1 The scrutiniser(s) shal submit his report within seven days
from the last date of the pol to the Chairman who shal
countersign the same and declare the result of the pol within
two days of the submission of report by the scrutiniser, with
details of the number of votes cast for and against the

Resolution, invalid votes and whether the Resolution has been
carried or not.

In case Chairman is not available, for such purpose, the report by the scrutiniser
shall be submitted to a person authorised by the Chairman to receive such
report, who shall countersign the scrutiniser’s report on behalf of the Chairman.

Since the scrutiniser’s report and related papers are important documents,
authority to receive and countersign the same has been given to the Chairman
or any other person authorised by the Chairman. The idea is also to bring in
uniformity between the provisions of e-voting, pol and postal ballot in the Act
as far as receiving and countersigning of the scrutiniser’s report are concerned.

The scrutiniser should submit the report on the pol in Form No. MGT.13 within
seven days from the date the pol is taken. The report should be signed by the
scrutiniser and, in case there is more than one scrutiniser by al the scrutinisers.

The result shall be announced by the Chairman or any other person authorised
by the Chairman in writing for this purpose.

Where the pol has been conducted forthwith, the Chairman may declare the
result oral y at the Meeting.

The Chairman of the Meeting shal have the power to regulate the manner in
which the pol shal be taken and shall ensure that the pol is scrutinised in the
manner prescribed under the Act.

In case of a private company, the declaration of result of pol shall be in
accordance with this para, unless otherwise provided in the Articles.

In case of a private company, the Articles may contain a provision as to the
declaration of result of Pol . In such a case, the Articles should be complied
with [In line with MCA Notification No. G.S.R. 464(E) dated June 5, 2015].

GUIDANCE NOTE ON GENERAL MEETINGS

93

9.5.2 The result of the poll with details of the number of votes cast
for and against the Resolution, invalid votes and whether the

Resolution has been carried or not shal be displayed for at
least three days on the Notice Board of the company at its

Registered Office and its Head Office as well as Corporate

Office, if any, if such office is situated elsewhere, and in case
of public companies having a website, shal also be placed on
the website.

Results of the voting should be displayed in the Registered Of ice of the company.

Such results should also be displayed at the Head Office as well as Corporate

Office, if such offices are situated elsewhere i.e. other than where the Registered

Office is situated.

Placing of voting result on the website as wel as on the Notice Boards at the

Registered Office/ Head Office/ Corporate Office of the company is required
with the intent of wider coverage and for convenience of the Members who
may visit such offices.

9.5.3 The result of the poll shal be deemed to be the decision of
the Meeting on the Resolution on which the poll was taken.

The result of pol once declared shall be final. The decision as declared by the

Chairman should be recorded in the Minutes of the Meeting.

Specimen of the announcement of the result of pol is placed at Annexure XI I.

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 shal not be withdrawn. Further, any

Resolution proposed for consideration through e-voting shal not be
withdrawn.

A proposed Resolution likely to affect the market price of the securities of the
company should not be withdrawn once Notice has been issued. This is
because the subsequent withdrawal of such Resolutions may result in
movements in the market price of the securities of the company and may be
used for unfair gains. For example, Resolutions for issue of bonus shares or
rights shares or for buy-back of securities may have an impact on the share
price and the subsequent withdrawal of any such Resolution would adversely
affect those who may have taken any investment decisions based on such
information. Such Resolution should therefore, not be withdrawn.

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GUIDANCE NOTE ON GENERAL MEETINGS

Companies offering the facility of Remote e-voting should not withdraw any

Resolution once Notice has been issued [Rule 20(4)(xvi i) of the Companies

(Management and Administration) Rules, 2014].

11. Rescinding of Resolutions

A Resolution passed at a Meeting shal not be rescinded otherwise than by
a Resolution passed at a subsequent Meeting.

A Resolution rescinding an earlier Resolution should be passed in the same
manner in which the Resolution in question was passed, e.g. a Resolution
passed as a Special Resolution should be rescinded only by a Special Resolution
and a Resolution passed by voting through postal ballot should be rescinded
only by a Resolution passed by voting through postal bal ot.

Notice of such subsequent Meeting where the rescinding of a Resolution passed
earlier is proposed should specify the intention to rescind such Resolution.

Similarly, the Board should recommend to the General Meeting, rescinding of
the Resolution prior to such subsequent Meeting.

12. Modifications to Resolutions

Modifications to any Resolution which do not change the purpose of the

Resolution material y may be proposed, seconded and adopted by the
requisite majority at the Meeting and, thereafter, the modified Resolution
shal be duly proposed, seconded and put to vote.

No modification to any proposed text of the Resolution shal be made if it in any
way alters the substance of the Resolution as set out in the Notice. Grammatical,
clerical, factual and typographical errors, if any, may be corrected as deemed
fit by the Chairman.

Members present at a Meeting have a right to make modifications to a

Resolution provided that the modification is within the scope of the Notice
and the explanatory statement. However, the proposed modification should
not be so fundamental so as to destroy the intent of the original Resolution or
to alter its effect to a major degree, qualitatively or quantitatively. Similarly, a
modification which adds onerous conditions to a Resolution would not be
admissible.

The Chairman has no right to refuse to put before the Meeting an amendment
arising on an Ordinary Resolution which is contained in the Notice. If the

GUIDANCE NOTE ON GENERAL MEETINGS

95

Chairman improperly refuses to submit an amendment to the Meeting, the

Ordinary Resolution actually carried wil be invalidated [Henderson v. Bank of

Australasia (1890) 45 Ch D 330 (CA)].

No modification shall be made to any Resolution which has already been put
to vote by Remote e-voting before the Meeting.

Subject to the limitations mentioned above, Resolutions other than those
proposed through postal bal ot or Remote e-voting may be modified by the
majority of the Members present at the Meeting. However, shareholders do
not have power to increase the rate of the proposed dividend at the Meeting.

Procedure

The modification to a Resolution may be moved at any time after discussion on
the original Resolution has been called up, or during such discussion, but
before the original Resolution is voted upon.

In case two or more amendments are moved to a Resolution, the amendments
should be put to vote in the same order in which they were moved. Where the
amendments are accepted, they should be incorporated in the substantive or
main Resolution which then should be put to vote.

13. Reading of Reports

13.1 The qualifications, observations or comments or other remarks, if
any, mentioned in the Auditor’s Report on the financial transactions,
which have any adverse effect on the functioning of the company
shal be read at the Annual General Meeting and attention of the

Members present shal be drawn to the explanations / comments
given by the Board of Directors in their report.

The Chairman has to ensure that before any voting takes place at the Annual

General Meeting, the qualifications, observations or comments or other remarks
given in the Auditors’ report, which have any adverse effect on the functioning
of the company, are read out. Simultaneously, he has to ensure that the
explanations or comments given by the Board in its report on such qualifications,
observations or comments or other remarks of the Auditor are also read at the

Annual General Meeting.

It is not necessary that the Auditors themselves read out the Auditor’s Report.

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GUIDANCE NOTE ON GENERAL MEETINGS

13.2 The qualifications, observations or comments or other remarks, if
any, mentioned in the Secretarial Audit Report issued by the

Company Secretary in Practice, which have any material adverse
effect on the functioning of the company, shal be read at the Annual

General Meeting and attention of Members present shal be drawn
to the explanations / comments given by the Board of Directors in
their report.

The Chairman has to ensure that before any voting takes place at the Annual

General Meeting, the qualifications, observations or comments or other remarks
given in the Secretarial Auditors’ Report, which have any material adverse
effect on the functioning of the company, are read out. Simultaneously, he has
to ensure that the explanations or comments given by the Board in its report on
such qualifications, observations or comments or other remarks of the Secretarial

Auditor are also read at the Annual General Meeting.

This would enable the Members to know about the compliance and governance
aspects in the company and would enhance transparency.

It is not necessary that the Secretarial Auditors themselves read out the

Secretarial Auditor’s Report.

14. Distribution of Gifts

No gifts, gift coupons, or cash in lieu of gifts shal be distributed to Members
at or in connection with the Meeting.

No gifts, gift coupons, food coupons etc. or cash in lieu of gifts should be
distributed to the Members at the Meeting or in connection with the Meeting.

This is because such practice is discriminatory and favours only those Members
who attend the Meeting.

Further, any item or offer distributed with the intent to influence the decision of
the Members shal tantamount to distribution of gifts and should not be practiced.

However, offering, as a matter of courtesy, any food, snacks and beverages,
including packed food, at the venue of the Meeting, in the form of refreshments
to Members or Proxies who attend the Meeting physically would not amount to
offering of gifts.

Further, discount coupons or gift coupons which may be given by the company
with respect to its products or services, to all the Members, whether attending
the Meeting or not, would not amount to gift/coupon for the purpose of this
paragraph.

GUIDANCE NOTE ON GENERAL MEETINGS

97

15. Adjournment of Meetings

15.1 A duly convened Meeting shal not be adjourned unless circumstances
so warrant. The Chairman may adjourn a Meeting with the consent
of the Members, at which a Quorum is present, and shal adjourn
a Meeting if so directed by the Members.

Meetings shall stand adjourned for want of requisite Quorum.

The Chairman may also adjourn a Meeting in the event of disorder or other like
causes, when it becomes impossible to conduct the Meeting and complete its
business.

Adjournment means to defer or suspend the Meeting to a future time, either at
an appointed date or indefinitely or as decided by the Members present at the
scheduled Meeting.

A Meeting shall stand automatical y adjourned for want of requisite Quorum as
per the applicable provisions of the Act. The Chairman may adjourn a Meeting,
at which a Quorum is present in the fol owing circumstances:

(a) With the consent of the Members, when circumstances warrant, or

(b) In the event of disorder or like causes, or

(c) Where so directed by a majority of the Members.

The Chairman of a Meeting has an inherent power to adjourn the Meeting in
the event of disorder or like causes, if he acts bona fide and if the adjournment
was necessary for restoration of order.

The Chairman has the right to make a bona fide adjournment whilst a pol or
other business is proceeding, if circumstances of violent interruption make it
unsafe or seriously difficult for the Members to tender their votes. The question
wil turn upon the intention and effect of the adjournment; if the intention and
effect were to interrupt or delay the business, such an adjournment would be
il egal; if, on the contrary, the intention and effect were to forward or facilitate it
and no injurious effects would result, such an adjournment would generally be
supported [United Bank of India Ltd. v. United India Credit and Development

Corporation Ltd. (1977) 47 Comp. Cas. 689 (Cal)].

Demand of poll for adjournment of a Meeting

A pol may be demanded for adjournment of a Meeting and such pol shall be
taken forthwith [Sub-section (3) of Section 109 of the Act].

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GUIDANCE NOTE ON GENERAL MEETINGS

Other aspects related to adjournment

For a valid adjournment of a General Meeting, the holding of the Meeting at its
scheduled time is necessary. The Meeting may, however, be adjourned at any
time. It may be adjourned after some items of business have been transacted
and the remaining items can be transacted at the adjourned Meeting.

Difference between adjournment and postponement

A prerequisite to adjourn a meeting is to hold the meeting. Adjournment takes
places on the date of the meeting after the time at which meeting is scheduled
to be started.

Postponement takes place before the date and time of the meeting.

15.2 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.

An adjourned Meeting is merely a continuation of the original Meeting and,
instead of sending a fresh Notice for the Meeting adjourned sine-die or for a
period of thirty days or more, the Notice of the original Meeting may be sent,
under cover of an intimation specifying the day, date, time and place of the
adjourned Meeting. The intimation should clarify that certain items of business
had been transacted at the original Meeting, state the reasons for adjournment
and list the remaining items of business to be transacted at the adjourned

Meeting. The relevant explanatory statement in respect of such remaining items
of business should also be given.

The Notice of adjourned Meeting should also be hosted at the website of the
company, if any.

15.3 If a Meeting is adjourned for a period of less than thirty days, the
company shal give not less than three days’ Notice specifying the
day, date, time and venue of the Meeting, to the Members either
individual y or by publishing an advertisement 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.

However, if a Meeting is adjourned for a period not exceeding three days
and where an announcement of adjournment has been made at the Meeting

GUIDANCE NOTE ON GENERAL MEETINGS

99
itself, giving in the details of day, date, time, venue and business to be
transacted at the adjourned Meeting, the company may also give Notice of
such adjourned Meeting either individual y or by publishing an advertisement,
as stated above.

An adjourned Meeting is merely a continuation of the original Meeting and, a
fresh Notice of the Meeting adjourned for a period of less than thirty days is to
be sent either individually or through an announcement in the newspapers,
giving details of the day, date, time and place and the business to be transacted
at the adjourned Meeting. Such announcement should also be placed on the
website, if any, of the company.

However, where the Meeting is adjourned for a period not exceeding three
days and an announcement in this regard has been made at the Meeting
itself, the company may opt to give Notice as stated above.

15.4 If a Meeting, other than an Annual General Meeting and a
requisitioned Meeting, stands adjourned for want of Quorum, the
adjourned Meeting shal be held on the same day, in the next
week at the same time and place or on such other day or at such
other time and place as may be determined by the Board.

If a Meeting is adjourned for want of a Quorum to the same day on the next
week, at the same time and place or with a change of day, time or place, the
company shal 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 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.

If, at an adjourned Meeting, Quorum is not present within half an hour from the
time appointed, the Members present, being not less than two in number, wil
constitute the Quorum.

An adjourned Annual General Meeting, adjourned for want of quorum or
otherwise, shal not be held on a National Holiday, only if any item relating to
fil ing up of vacancy of a director retiring by rotation is included in the agenda
of such adjourned Meeting.

An Annual General Meeting adjourned for want of quorum or otherwise, shall
not be held on a National Holiday, if vacancy of a director retiring by rotation is

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GUIDANCE NOTE ON GENERAL MEETINGS
neither fil ed up nor it is expressly resolved not to fil such vacancy at the

Meeting. [Section 152(7) of the Act]

However, by virtue of MCA Exemption Notification No. GSR 582(E) dated 13th

June, 2017, this restriction shall not apply in case of:

(a) A Government company, which is not a listed company, in which not
less than fifty-one per cent. of paid up share capital is held by the

Central Government, or by any State Government or Governments or
by the Central Government and one or more State Governments;

(b) A subsidiary of a Government company, referred to in (a) above.

The company shall ensure compliance of the provisions of holding the Annual

General Meeting every year, including adjournment thereof within a gap of not
exceeding 15 months from the date of the previous Annual General Meeting or
within such extended period permitted by the Registrar of Companies.

The provisions with respect to Annual General Meeting explained in paragraph

2.1 shal mutatis-mutandis be applicable in this regard.

Effect of MCA Notification

In case of a private company, the adjournment of Meeting for want of quorum
shall be in accordance with this para, unless otherwise provided in the Articles.

In case of a private company, the Articles may contain a provision as to the
adjournment of Meetings. In such a case, the Articles should be complied with

[In line with MCA Notification No. G.S.R. 464(E) dated June 5, 2015].

15.5 If, within half an hour from the time appointed for holding a Meeting
cal ed by requisitionists, a Quorum is not present, the Meeting
shal stand cancelled.

Since, a Meeting by requisitionists had been cal ed by the Members themselves,
it wil not be adjourned for want of Quorum but shal stand cancel ed.

Effect of MCA Notification

In case of a private company, the requisitioned meeting shal stand cancelled
in accordance with this para, unless otherwise provided in the Articles.

In case of a private company, the Articles may contain a provision as to
cancellation of requisitioned Meetings. In such a case, the Articles should be
complied with [In line with MCA Notification No. G.S.R. 464(E) dated June 5,

2015].

GUIDANCE NOTE ON GENERAL MEETINGS

101

15.6 At an adjourned Meeting, only the unfinished business of the original

Meeting shal be considered.

Any Resolution passed at an adjourned Meeting would be deemed to have
been passed on the date of the adjourned Meeting and not on any earlier date.

If any new business has to be transacted, a fresh Meeting should be duly
convened for the purpose of transacting such new business.

16. Passing of Resolutions by postal bal ot

16.1 Every company, except a company having less than or equal to
two hundred Members, shall transact items of business as
prescribed, only by means of postal bal ot instead of transacting
such business at a General Meeting.

A list of items of businesses requiring to be transacted only by means of a
postal ballot is given at Annexure XIV.

The Board may however opt to transact any other item of special business, not
being any business in respect of which Directors or auditors have a right to be
heard at the Meeting, by means of postal ballot.

Ordinary business shall not be transacted by means of a postal ballot.

Postal bal ot cannot be conducted in respect of ordinary business and/or matters
where the Directors, Auditors, etc. have a right of being heard at the Meeting.

16.2 Every company having its equity shares listed on a recognised stock
exchange other than companies whose equity shares are listed on

SME Exchange or on the Institutional Trading Platform and other
companies which are required to provide e-voting facility shal
provide such facility to its Members in respect of those items, which
are required to be transacted through postal bal ot.

Other companies presently prescribed are companies having not less than
one thousand Members.

Nidhis are not required to provide e-voting facility to their Members.

Every company having its equity shares listed on a recognised stock exchange
and every company having not less than one thousand members should provide
e-voting facility to its Members to exercise their voting rights. However, pursuant
to proviso to Rule 20(2) of the Companies (Management and Administration)

Rules, 2014, a Nidhi or an enterprise or institutional investor referred to in

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GUIDANCE NOTE ON GENERAL MEETINGS

Chapter XB (companies listed on SME Exchange) or Chapter XC (companies
listed on Institutional Trading Platform) of the Securities and Exchange Board of

India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as the
case may be, are exempt from providing remote e-voting facility.

Where the item of business is one for which the company concerned should
provide a postal ballot process for passing Resolutions, the question of calling
and holding a General Meeting does not arise except in case of the court-
convened meeting for mergers and amalgamations of the company.

16.3 Board Approval

The Board shal :

(a) identify the businesses to be transacted through postal bal ot;

(b) approve the Notice of postal ballot incorporating proposed

Resolution(s) and explanatory statement thereto;

(c) authorise the Company Secretary or where there is no Company

Secretary, any Director of the company to conduct postal bal ot
process and sign and send the Notice along with other documents;

(d) appoint one scrutiniser for the postal bal ot;

The scrutiniser may be a Company Secretary in Practice, a Chartered Accountant
in Practice, a Cost Accountant in Practice, 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, scrutinise the postal bal ot process in a fair and transparent
manner.

The scrutiniser shall however not be an officer or employee of the company.

The scrutiniser 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 scrutiniser shall be obtained from the scrutiniser and
placed before the Board for noting.

The scrutiniser should be wil ing to be appointed and be available for the
purpose of ascertaining the requisite majority.

(e) appoint an Agency in respect of e-voting for the postal bal ot;

An Agency should be appointed by the Board which can handle the whole
process of postal ballot through e-voting.

GUIDANCE NOTE ON GENERAL MEETINGS

103

(f) decide the cut-off date for reckoning Voting Rights and ascertaining
those Members to whom the Notice and postal bal ot forms shal
be sent.

Only Members on the cut-off date shal be entitled to vote on the proposed

Resolution by postal ballot.

In case of postal ballot, all the Members would be entitled to vote, since the
cut-off date for the purpose of reckoning voting rights and for the purpose of
sending Notice would be the same.

16.4 Notice

16.4.1 Notice of the postal bal ot shal be given in writing to every

Member of the company. Such Notice shal be sent either by
registered post or speed post, or by courier or by e-mail or
by any other electronic means at the address registered with
the company.

The Notice shall be accompanied by the postal ballot form with the necessary
instructions for fil ing, signing and returning the same.

In case the Notice and accompanying documents are sent to Members by e-
mail, 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.

Such Notice shal also be given to the Directors and Auditors of the company, to
the Secretarial Auditor, to Debenture Trustees, if any, and, wherever applicable
or so required, to other specified recipients.

The provisions with respect to sending of Notice explained earlier in paragraph

1.2.1 & 1.2.2 above shall mutatis-mutandis be applicable in this regard.

An advertisement containing prescribed details shal be published at least
once in a vernacular newspaper in the principal vernacular language of the
district in which the registered office of the company is situated, and having a
wide circulation in that district, and at least once in English language in an

English newspaper having a wide circulation in that district, about having
dispatched the Notice and the ballot papers.

In cases where e-voting facility is provided, the Notice should be published in
an English newspaper having country-wide circulation; whereas in other cases,
such Notice should be published in the English newspaper having a wide

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GUIDANCE NOTE ON GENERAL MEETINGS
circulation in the district in which the registered office of the company is situated.

If the company accidental y omits to send the Notice to a Member or if a

Member does not receive the Notice sent to him, this wil not invalidate the

Resolution passed or the result of the postal ballot.

16.4.2 In case of companies having a website, Notice of the postal
bal ot shal simultaneously be placed on the website.

Such Notice shall remain on the website til the last date for receipt of the
postal ballot forms from the Members.

16.4.3 Notice shal specify the day, date, time and venue where the
results of the voting by postal bal ot wil be announced and
the link of the website where such results wil be displayed.

Notice shall also specify the mode of declaration of the results of the voting by
postal bal ot.

It is a general practice to give the information about the date, time and venue
of declaration of result of postal ballot.

A company may even declare the result at its registered office, corporate office
and head office and put it on the company website.

Regulation 29(1)(d) of Listing Regulations: Prior Intimation

Equity Listed Company should give prior intimation to stock exchange(s)

about the proposed Postal Bal ot for obtaining shareholder approval for
further fund raising indicating the type of issuance. Such intimation may
be given immediately after Board’s approval for conducting such item
through Postal Ballot.

Equity Listed Company should also send a copy of the Notice of Postal

Ballot to stock exchange(s) as soon as possible and not later than within

24 hours of despatch of the said Notice to the shareholders. (In line with

Schedule I I (Part A) of Listing Regulations).

16.4.4 Notice of the postal bal ot shal inform the Members about
availability of e-voting facility, if any, and provide necessary
information thereof to enable them to access such facility.

In case the facility of e-voting has been made available, the provisions relating
to conduct of e-voting shall apply, mutatis mutandis, as far as applicable.

GUIDANCE NOTE ON GENERAL MEETINGS

105

Notice shall describe clearly the e-voting procedure.

Notice should also mention the Internet link of e-voting platform.

Notice shall also clearly specify the date and time of commencement and end
of e-voting, if any and contain a statement that voting shall not be allowed
beyond the said date and time. Notice shall also contain contact details of the
official responsible to address the grievances connected with the e-voting for
postal bal ot.

The Notice should request the Members to send their assent or dissent in
writing on the postal ballot paper or vote through electronic means within a
period of thirty days from the date of dispatch of such Notice.

Notice shall clearly specify that any Member cannot vote both by post and e-
voting and if he votes both by post and e-voting, his vote by post shall be
treated as invalid.

The advertisement shall, inter alia, state the fol owing matters:

(a) a statement to the effect that the business is to be transacted by postal
bal ot which may include voting by electronic means;

(b) the date of completion of dispatch of Notices;

(c) the date of commencement of voting (postal and e-voting);

(d) the date of end of voting (postal and e-voting);

(e) the statement that any postal ballot form received from the Member
after thirty days from the date of dispatch of Notice wil not be valid;

(f) a statement to the effect that Member who has not received postal
ballot form may apply to the company and obtain a duplicate thereof;

(g) contact details of the person responsible to address the queries/
grievances connected with the voting by postal ballot including voting
by electronic means, if any; and

(h) day, date, time and venue of declaration of results and the link of the
website where such results wil be displayed.

Notice and the advertisement shal clearly mention the cut-off date as on which
the right of voting of the Members shal be reckoned and state that a person
who is not a Member as on the cut-off date should treat this Notice for
information purposes only.

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GUIDANCE NOTE ON GENERAL MEETINGS

16.4.5 Each item proposed to be passed through postal bal ot shal
be in the form of a Resolution and shal be accompanied by
an explanatory statement which shal set out al such facts as
would enable a Member to understand the meaning, scope
and implications of the item of business and to take a decision
thereon.

The Resolution and the explanatory statement should be framed in simple and
intel igible language so as to enable the Members to understand the meaning,
scope and implications of the proposed items of business. The nature of interest
in the proposed Resolution and the extent of shareholding, if any, of Directors
and KMPs should be disclosed in the explanatory statement. Where reference
is made to any document, contract, agreement or the Memorandum and Articles
of Association, the relevant explanatory statement should state that such
documents are available for inspection as per the provisions of the Act.

16.5 Postal bal ot forms

16.5.1 The postal bal ot form shal be accompanied by a postage
prepaid reply envelope addressed to the scrutiniser.

A single postal ballot Form may provide for multiple items of business to be
transacted.

16.5.2 The postal bal ot form shal contain instructions as to the
manner in which the form is to be completed, assent or dissent
is to be recorded and its return to the scrutiniser.

The postal ballot form may specify instances in which such Form shall be
treated as invalid or rejected and procedure for issue of duplicate postal ballot

Forms.

16.5.3 A postal bal ot form shal be considered invalid if:

(a) A form other than one issued by the company has been
used;

(b) It has not been signed by or on behalf of the Member;

(c) Signature on the postal bal ot form doesn’t match the
specimen signatures with the company;

(d) It is not possible to determine without any doubt the
assent or dissent of the Member;

GUIDANCE NOTE ON GENERAL MEETINGS

107

(e) Neither assent nor dissent is mentioned;

(f) Any competent authority has given directions in writing
to the company to freeze the Voting Rights of the

Member;

(g) The envelope containing the postal bal ot form is received
after the last date prescribed;

The assent or dissent received after the last day specified for receipt of duly
completed postal ballot forms should be treated as if reply from the Member
has not been received.

(h) The postal bal ot form, signed in a representative capacity, is
not accompanied by a certified copy of the relevant specific
authority;

(i) It is received from a Member who is in arrears of payment of
cal s;

(j) It is defaced or mutilated in such a way that its identity as a
genuine form cannot be established;

(k) Member has made any amendment to the Resolution or
imposed any condition while exercising his vote.

Any extraneous paper enclosed in the envelope together with a valid and
correctly fil ed in postal ballot form wil not impair the validity of the postal
bal ot form. Any comment or observation made by the Member on the postal
bal ot form, apart from the vote exercised by him, should not be considered for
determining the validity of the postal ballot form.

In case any Member votes both by post and e-voting, his vote by post should
be treated as invalid.

A postal ballot form which is otherwise complete in all respects and is lodged
within the prescribed time limit but is undated shall be considered valid.

In case there are two items of business to be transacted by Resolutions to be
passed through postal ballot, if a Member has given assent or dissent for one
item and not for the other, the postal bal ot form should be treated as valid for
the item for which the decision has been conveyed and invalid for the item for
which no decision is indicated.

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GUIDANCE NOTE ON GENERAL MEETINGS

16.6 Declaration of results

16.6.1 The scrutiniser shal submit his report within seven days from
the last date of receipt of postal bal ot forms to the Chairman
or a person authorised by him, who shal countersign the
same and declare the result of the postal bal ot on the date,
time and venue specified in the Notice, with details of the
number of votes cast for and against the Resolution, invalid
votes and the final result as to whether the Resolution has
been carried or not.

The result should be announced by the Chairman or by a person authorised by
the Chairman for this purpose.

Regulation 44(3) of Listing Regulations: Voting by Shareholders

Equity Listed Company should forward the results of Postal Ballot to the
stock exchange(s) within forty eight hours of the declaration of the
same.

16.6.2 The result of the voting with details of the number of votes
cast for and against the Resolution, invalid votes and whether
the Resolution has been carried or not, along with the
scrutiniser’s report shal be displayed for at least three days
on the Notice Board of the company at its Registered Office
and its Head Office as well as Corporate Office, if any, if
such office is situated elsewhere, and also be placed on the
website of the company, in case of companies having a
website.

Results of the voting should be displayed at the Registered Office of the company.

Such results should also be displayed at the Head Office as wel as the Corporate

Office, if such offices are situated elsewhere i.e. other than where the Registered

Office is situated.

Placing of voting result on the website as wel as on the Notice Boards at the

Registered Office/ Head Office/ Corporate Office of the company is prescribed
with the intent of wider coverage and for convenience of the Members who
may visit such offices.

GUIDANCE NOTE ON GENERAL MEETINGS

109

16.6.3 The Resolution, if passed by requisite majority, shal be deemed
to have been passed on the last date specified by the company
for receipt of duly completed postal bal ot forms or e-voting.

There is no General Meeting conducted in case of postal ballot and therefore
the deemed date of passing of the Resolution shall be the last date specified
by the company for receipt of duly completed postal ballot forms or e-voting.

16.7 Custody of scrutiniser’s registers, report and other related papers

The postal ballot and all other papers relating to postal ballot including voting
by electronic means, should be under the safe custody of the scrutiniser til the

Chairman considers, approves and signs the Minutes and thereafter, the
scrutiniser should return the ballot papers and other related papers or register
to the company who should preserve such ballot papers and other related
papers or register safely [Rule 22(11) of the Companies (Management and

Administration) Rules, 2014].

The postal bal ot forms, other related papers, register and scrutiniser’s
report received from the scrutiniser shal be kept in the custody of the

Company Secretary or any other person authorised by the Board for this
purpose.

16.8 Rescinding the Resolution

A Resolution passed by postal bal ot shal not be rescinded otherwise than
by a Resolution passed subsequently through postal bal ot.

A Resolution passed by postal ballot can be rescinded only by a Resolution
passed subsequently through postal ballot.

Similarly, a Resolution rescinding the earlier Resolution should be passed in
the same manner in which the Resolution in question was passed, e.g. a

Resolution passed as a Special Resolution should be rescinded only by a

Special Resolution.

Notice of such subsequent postal ballot where the rescinding of a Resolution
passed earlier through postal ballot is proposed should specify the intention to
rescind such Resolution.

16.9 Modification to the Resolution

No amendment or modification shal be made to any Resolution circulated
to the Members for passing by means of postal bal ot.

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GUIDANCE NOTE ON GENERAL MEETINGS

17. Minutes

‘Minutes’ are the official recording of the proceedings of the Meeting and the
business transacted at the Meeting.

Every company shal keep Minutes of al Meetings. Minutes kept in accordance
with the provisions of the Act evidence the proceedings recorded therein.

If the Minutes are kept in the prescribed manner, until the contrary is proved,
the Meeting shall be deemed to have been duly called and held, and al
proceedings thereat to have duly taken place.

Minutes of Meeting were rejected as evidence for not being maintained as per
the requirements of the Act [Marble City Hospitals and Research Centre (P.) Ltd.

v. Sarabjeet Singh Mokha (2010) 99 SCL 303 (MP)].

As such, Minutes of Meetings constitute a very important statutory record and
serve as evidence of various matters, until the contrary is proved.

The burden of proof is on the person who questions the correctness of the
proceedings of a Meeting as recorded in the Minutes. If the Minutes of the

Meeting are not recorded or signed within the period prescribed under the
statute, it would be presumed that the Minutes have not been properly kept
and hence such Minutes cannot be produced as evidence [B Sivaraman and

Others v. Egmore Benefit Society Ltd. (1992) 2 Comp L J 218 (Mad)].

Accordingly, when Minutes are duly drawn and signed, the contents of Minutes
are presumed to be true and the burden of proof lies on those who allege the
contents to be not true, to prove the fact.

Minutes help in understanding the deliberations and decisions taken at the

Meeting.

There is no restriction in law on the language of recording Minutes.

17.1 Maintenance of Minutes

17.1.1 Minutes shal be recorded in books maintained for that purpose.

The Minutes of proceedings of each Meeting should be entered in the books
maintained for that purpose [Rule 25(1)(b)(i) of the Companies (Management
and Administration) Rules, 2014].

Where Minutes are recorded in a proper book which is not a Minutes Book as
per law, the statutory presumption under Section 195 of the Companies Act,

1956 does not arise (corresponding to Section 118 of the Companies Act, 2013)

GUIDANCE NOTE ON GENERAL MEETINGS

111
and no such Meeting could be regarded as having been held [V. G.

Balasundaram v. New Theatres Carnatic Talkies Pvt. Ltd. (1993) 77 Comp. Cas.

324 (Mad)].

17.1.2 A distinct Minutes Book shal be maintained for Meetings of
the Members of the company, creditors and others as may
be required under the Act.

A distinct Minutes Book should be maintained for each type of Meeting namely:-

(i) General Meetings of the Members;

(i ) Meetings of the Creditors;

(i i) Meetings of the Debenture Holders; and

(iv) Meetings of class of Members.

Resolutions passed by postal bal ot shall be recorded in the Minutes book of

General Meetings.

17.1.3 A company may maintain its Minutes in physical or in
electronic form.

Minutes may be maintained in electronic form in such manner as prescribed
under the Act and as may be decided by the Board. Minutes in electronic form
shal be maintained with Timestamp.

Every Listed Company or a company having not less than one thousand
shareholders, debenture holders and other security holders, may maintain its
records in electronic form [Rule 27(1) of the Companies (Management and

Administration) Rules, 2014]. An Explanation underneath the said Rule states
that the term “records” means any register, index, agreement, memorandum,
minutes or any other document required by the Act or the rules made there
under to be kept by a company.

This paragraph of SS-2 clearly states that Minutes of Meetings may be maintained
in electronic form with Timestamp.

Timestamp

Timestamp is the most authentic way to assure existence of electronic
documents, agreements, certificates or any other vital information in electronic
form. The term ‘Timestamp’ is derived from rubber stamps used in offices to
record when the document was received. However, in modern times, usage of
the term has expanded to refer to digital date and time information attached to

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GUIDANCE NOTE ON GENERAL MEETINGS
digital data. For example, computer files contain Timestamps that indicate when
the file was last modified; digital cameras add Timestamps to the pictures they
take, recording the date and time the picture was taken.

For the purpose of SS-2, Timestamp should be created with a system integrated
time to mark the creation or modification of a file. When a file is created, the
system itself should note the time at which the file is created or modified.

When digital signature is affixed, the date and time of signing should get
recorded automatically. When an e-mail is received or sent, there should be a
recording of the time by the system. Al this should be recorded by a Secured

Computer System.

Consistency in the form of maintaining Minutes

A company shall, however, fol ow a uniform and consistent form of maintaining
the Minutes. Any deviation in such form of maintenance shal be authorised by
the Board.

Companies should maintain the Minutes of all Meetings either in physical form
or in electronic form. In other words, the companies should not maintain Minutes
of few Meetings in physical form and few in electronic form. Companies should
fol ow a uniform and consistent form of maintaining the Minutes.

Maintenance of Minutes in electronic form

Where Minutes are maintained in electronic form, fol owing requirements should
be satisfied –

(a) the information contained therein remains accessible so as to be usable
for a subsequent reference;

( b) it is retained in the format in which it was originally generated, or in a
format which can be demonstrated to represent accurately the
information originally generated;

(c) the details which would facilitate the identification of the origin,
destination, date and time of generation are available in the electronic
record.

The Managing Director, Company Secretary or any other Director or officer of
the company as the Board may decide should be responsible for the
maintenance and security of Minutes in electronic form [Rule 28(1) of Companies

(Management and Administration) Rules, 2014]. The Board may authorise any
one of the above to maintain the Minutes Book whose duty and responsibility
would be to maintain it securely.

GUIDANCE NOTE ON GENERAL MEETINGS

113

The person who is responsible for the maintenance and security of Minutes in
electronic form should -

(a) provide adequate protection against unauthorised access, alteration or
tampering of Minutes;

(b) ensure against loss of the Minutes as a result of damage to, or failure
of the media on which the Minutes are maintained;

(c) ensure that the signatory of Minutes does not repudiate the signed

Minutes as not genuine;

(a) ensure that computer systems, software and hardware are adequately
secured and validated to ensure their accuracy, reliability and consistent
intended performance;

(e) ensure that the computer systems can discern invalid and altered

Minutes;

(f) ensure that Minutes are accurate, accessible, and capable of being
reproduced for reference later;

(g) ensure that the Minutes are at al times capable of being retrieved to a
readable and printable form;

(h) ensure that Minutes are kept in a non-rewriteable and non-erasable
format like pdf. version or some other version which cannot be altered
or tampered;

(i) ensure that a backup is kept of the updated Minutes maintained in
electronic form; such backup is authenticated and dated and is securely
kept at such place as may be decided by the Board;

(j) limit the access to the Minutes to the Managing Director, Company

Secretary or any other Director or officer or persons performing work of
the company as may be authorised by the Board in this behalf;

Access may be given to the Auditor(s) and / or other persons as al owed
in terms of relevant paragraphs of SS-2.

(k) ensure that any reproduction of non-electronic original Minutes in
electronic form is complete, authentic, true and legible when retrieved;

(l) arrange and index the Minutes in a way that permits easy location,
access and retrieval of any particular record; and

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GUIDANCE NOTE ON GENERAL MEETINGS

(m) take necessary steps to ensure security, integrity and confidentiality of

Minutes.

17.1.4 The pages of the Minutes Books shal be consecutively numbered.

This shal be fol owed irrespective of a break in the Book arising out of periodical
binding in case the Minutes are maintained in physical form. This shall be
equal y applicable for maintenance of Minutes Book in electronic form with

Timestamp.

So as to facilitate easy retrieval of any decision/Resolution and additionally to
safeguard the integrity of the Minutes, the pages of the Minutes Book should
be consecutively numbered irrespective of break in the Minutes Book. Thus, in
case a Minutes Book is ful and a new Minutes Book is started, the numbering
should continue from the number appearing on the last page of the previous

Minutes Book.

This should also be fol owed irrespective of the number or year of Meeting.

For the purpose of this paragraph of SS-2, a company may choose to give
consecutive numbering from Meetings held on or after 1st July, 2015, this being
the date from which SS-2 became effective.

In the event any page or part thereof in the Minutes Book is left blank, it shal
be scored out and initial ed by the Chairman who signs the Minutes.

17.1.5 Minutes shal not be pasted or attached to the Minutes Book,
or tampered with in any manner.

The law prohibits pasting of Minutes in the Minutes Book and hence Minutes
cannot be type-written and then pasted in bound Minutes Book or in loose
leaves. Minutes should also not be printed on a piece of paper, whether on
letterhead or other paper, and pasted in Minutes Book.

It is with a view to maintain the integrity and evidentiary value of Minutes that
a lot of safeguards have been introduced in SS-2 so that Minutes are kept,
maintained and preserved with requisite care and caution.

17.1.6 Minutes of Meetings, if maintained in loose-leaf form, shal
be bound periodical y at least once in every three years.

Maintenance of Minutes in loose-leaf form is not specifically provided under
the Act. However, MCA has issued clarifications supporting the contention that

Minutes kept in a loose-leaf form can be said to be in accordance with the
provisions of the Act.

GUIDANCE NOTE ON GENERAL MEETINGS

115

If Minutes are maintained in loose-leaf form, these should be bound at least
once in every three years, in one or more books, coinciding with the calendar
year or financial year.

Security in case of Minutes maintained in loose leaves

There shall be a proper locking device to ensure security and proper control to
prevent removal or manipulation of the loose leaves.

This is to ensure security and effective control.

Further, if Minutes are kept in loose-leaf form, the company should:

1. take adequate precautions, appropriate to the means used, for guarding
against the risk of falsifying the information recorded; and

2. provide means for making the information available in an accurate
and intelligible form within a reasonable time to any person lawful y
entitled to examine the records.

17.1.7 Minutes Books shal be kept at the Registered Office of the
company.

Minutes of the General Meetings should be kept at the Registered Office of the
company [Rule 25(1)(e) of the Companies (Management and Administration)

Rules, 2014].

17.2 Contents of Minutes

17.2.1 General Contents

17.2.1.1 Minutes shal state, at the beginning the Meeting,
name of the company, day, date, venue and time
of commencement of the Meeting.

Minutes of Annual General Meeting shall also state the serial number of the

Meeting.

Minutes should state at the beginning the fol owing:

1. The name of the company

2. The type of Meeting (Annual General Meeting, Extra-Ordinary General

Meeting, etc.)

3. The day, date and venue of the Meeting

4. The time of commencement of the Meeting

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GUIDANCE NOTE ON GENERAL MEETINGS

5. In case of Annual General Meeting, the serial number of the Meeting.

Adjourned Meetings

In case a Meeting is adjourned, the Minutes shal be entered in respect of
the original Meeting as wel as the adjourned Meeting. In respect of a Meeting
convened but adjourned for want of quorum a statement to that effect shal
be recorded by the Chairman or any Director present at the Meeting in the

Minutes.

The Minutes of the adjourned Meeting should be prepared separately and in
the same manner as the Minutes of the original Meeting and the fact that the

Meeting is an adjourned one should be specified in such Minutes by the

Chairman or any Director present at the Meeting.

In case of an adjourned meeting, the time at which such Meeting was adjourned
should be recorded.

17.2.1.2 Minutes shal record the names of the Directors and the

Company Secretary present at the Meeting.

Minutes should record the names of the fol owing:

1. the Directors present

The names of the Directors shal be listed in alphabetical order or in
any other logical manner, but in either case starting with the name of
the person in the Chair.

The term “any other logical manner” should be liberal y construed as
the manner in which the company deems it appropriate to record the
names of Directors present with some logic behind it e.g. designation,
seniority etc. of the Directors.

2. the Company Secretary, if any, present.

Besides the above, Minutes should also record the fol owing:

1. The name of the Director who took the Chair.

2. Names of Directors who could not be present at the meeting and
reasons thereof, as explained by the Chairman at the meeting.

3. Vote of thanks.

GUIDANCE NOTE ON GENERAL MEETINGS

117

17.2.2 Specific Contents

17.2.2.1 Minutes shal , inter alia, contain:

(a) The Record of election, if any, of the Chairman of the Meeting.

The election, if any, of the Chairman of the Meeting as provided in paragraph 5
of SS-2, should be recorded in the Minutes.

(b) The fact that certain registers, documents, the Auditor’s Report and

Secretarial Audit Report, as prescribed under the Act were available for
inspection.

(c) The Record of presence of Quorum.

If at the commencement of the Meeting, the Quorum is present, but
subsequently if some Members leave before the close of the Meeting, due to
which the Quorum requirement is not met for businesses taken up thereafter,
the Meeting should be adjourned and a statement to that effect should be
recorded in the Minutes.

(d) The number of Members present in person including representatives.

The Minutes should record the number of Members who attended the Meeting
in person including authorised representatives.

(e) The number of proxies and the number of shares represented by them.

(f) The presence of the Chairmen of the Audit Committee, Nomination and

Remuneration Committee and Stakeholders Relationship Committee or their
authorised representatives.

(g) The presence if any, of the Secretarial Auditor, the Auditors, or their
authorised representatives, the Court/Tribunal appointed observers or
scrutinisers.

(h) Summary of the opening remarks of the Chairman.

(i) Reading of qualifications, observations or comments or other remarks
on the financial transactions, which have any adverse effect on the
functioning of the company, as mentioned in the report of the Auditors.

(j) Reading of qualifications, observations or comments or other remarks,
which have any material adverse effect on the functioning of the company,
as mentioned in the report of the Secretarial Auditor.

(k) Summary of the clarifications provided on various Agenda Items.

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GUIDANCE NOTE ON GENERAL MEETINGS

(l) In respect of each Resolution, the type of the Resolution, the names of
the persons who proposed and seconded and the majority with which such

Resolution was passed.

However, the requirement of proposer and seconder is not relevant in case of
a resolution already put to vote through remote e-voting or where a pol has
been demanded.

Where a motion is moved to modify a proposed Resolution, the result of voting
on such motion shall be mentioned. If a Resolution proposed undergoes
modification pursuant to a motion by shareholders, the Minutes shal contain
the details of voting for the modified Resolution.

(m) In the case of pol , the names of scrutinisers appointed and the number
of votes cast in favour and against the Resolution and invalid votes.

(n) If the Chairman vacates the Chair in respect of any specific item, the
fact that he did so and in his place some other Director or Member took
the Chair.

(o) The time of commencement and conclusion of the Meeting.

In Form No. MGT 15, being the form for reporting by the listed companies about
the Annual General Meeting, there is a requirement to mention the time of
conclusion of the Meeting. However, since SS-2 promotes good corporate
practices, this requirement has been extended to other companies and other

General Meetings as well. Recording the time of conclusion of the Meeting
would also help the Minutes to be complete in al aspects.

The time at which such Meeting was adjourned should be recorded.

17.2.2.2 In respect of Resolutions passed by e-voting or postal
bal ot, a brief report on the e-voting or postal bal ot
conducted including the Resolution proposed, the result
of the voting thereon and the summary of the
scrutiniser’s report shal be recorded in the Minutes Book
and signed by the Chairman or in the event of death or
inability of the Chairman, by any Director duly authorised
by the Board for the purpose, within thirty days from
the date of passing of Resolution by e-voting or postal
bal ot.

In case of every Resolution passed by postal bal ot, a brief report on the postal
bal ot conducted including the Resolution proposed, the result of the voting

GUIDANCE NOTE ON GENERAL MEETINGS

119
thereon and the summary of the scrutiniser’s report should be entered in the

Minutes Book of General Meetings along with the date of such entry within
thirty days from the date of passing of Resolution [Rule 25(1)(b)(i ) of the

Companies (Management and Administration) Rules, 2014].

A specimen report of postal ballot is placed at Annexure XV.

Where the Minutes have been kept in accordance with the Act, until the contrary
is proved, the Resolutions passed by postal bal ot shall be deemed to have
been duly passed.

17.3. Recording of Minutes

Companies fol ow diverse practices with respect to recording of Minutes. Some
companies record only the decisions while some companies record only the

Resolutions that capture the decisions taken and some companies record the
entire proceedings in the form of almost an exact transcript of what had
transpired at the Meeting. SS-2 seeks to harmonise such divergent practices by
providing principles for recording of Minutes.

The Minutes should be recorded in such a way that it enables any reader to
understand what had transpired in the Meeting.

Specimens of the Minutes of an Annual General Meeting,Extra-Ordinary General

Meeting and adjourned Annual General Meeting are placed at Annexure XVI,

XVI and XVI I respectively.

17.3.1 Minutes shal contain a fair and correct summary of the
proceedings of the Meeting.

Minutes are not an exhaustive record of everything said at a Meeting. Minutes
should not attempt to record all reasons for decisions taken, i.e. al arguments
put forth for and against a particular Resolution.

The Company Secretary shall record the proceedings of the Meetings. Where
there is no Company Secretary, any other person authorised by the Board or by
the Chairman in this behalf shal record the proceedings.

In case a Company Secretary is unable to attend a Meeting or in the absence
of the Company Secretary, any other person duly authorised by the Board or by
the Chairman may attend and record the proceedings of the Meeting.

The Chairman shal ensure that the proceedings of the Meeting are correctly
recorded.

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GUIDANCE NOTE ON GENERAL MEETINGS

Chairman’s discretion

The Chairman has absolute discretion to exclude from the Minutes, matters
which in his opinion are or could reasonably be regarded as defamatory of
any person, irrelevant or immaterial to the proceedings or which are detrimental
to the interests of the company.

The Chairman has the responsibility to ensure that the Minutes contain a fair
and accurate summary of the proceedings at the Meeting. The word “fair”

signifies the need to record matters as transpired at the Meeting without any
bias. While doing so, he has absolute discretion to exclude matters of the type
specified above.

17.3.2 Minutes shal be written in clear, concise and plain language.

Minutes need not be an exact transcript of the proceedings at the Meeting.

Minutes should be written in simple language and should contain a brief
synopsis of the discussions along with the decisions taken at the Meeting.

Minutes should record the essential elements of the Meeting i.e., narration
which is fundamental to understand the proceedings at the Meeting and the
complete text of all the Resolutions.

Minutes shal be written in third person and past tense. Resolutions shal
however be written in present tense.

17.3.3 Each item of business taken up at the Meeting shal be
numbered.

Numbering shall be in a manner which would enable ease of reference or
cross-reference.

While numbering, the company may choose to fol ow any system of numbering.

Il ustrations

(i) Serially numbering irrespective of the number of the Meeting:

Items to be discussed in the General Meeting would be numbered

1, 2, 3, 4… and so on and so forth.

(i ) Serial numbering on Meeting-to-Meeting basis:

Items to be discussed in first Meeting of XYZ Company would be
numbered as 1.1, 1.2, 1.3, 1.4 etc… Items to be discussed in the 2nd

GUIDANCE NOTE ON GENERAL MEETINGS

121

Meeting would be numbered as 2.1, 2.2, 2.3 and so on and so
forth.

(i i) Continuous numbering irrespective of year/Meeting:

Suppose there are 8 items to be discussed in the first Meeting and

10 items in the second Meeting. In such a case, the items of the 1st

Meeting would be numbered as item numbers 1-8 and the items of
the second Meeting would be numbered from 9-18 and so on.

A company should fol ow a uniform pattern of numbering for every item of
business.

17.4. Entry in the Minutes Book

17.4.1 Minutes shal be entered in the Minutes Book within thirty
days from the date of conclusion of the Meeting.

The Minutes of proceedings of each Meeting should be entered in the books
maintained for that purpose within thirty days of the conclusion of the Meeting

[Rule 25(1)(b)(i) of the Companies (Management and Administration) Rules, 2014].

In case a Meeting is adjourned, the Minutes in respect of the original Meeting
as well as the adjourned Meeting shal be entered in the Minutes Book within
thirty days from the date of the respective Meetings.

17.4.2 The date of entry of the Minutes in the Minutes Book shal be
recorded by the Company Secretary.

Where there is no Company Secretary, it shall be entered by any other person
authorised by the Board or the Chairman.

The date of entry of the Minutes should be recorded on the last page of the
respective Minutes. If the Minutes are maintained in electronic form, the date
of entry should be captured in Timestamp.

17.4.3 Minutes, once entered in the Minutes Book, shal not be altered.

The pasting of Minutes or corrections or modification in the text of Minutes duly
entered in the Minutes Book and signed by the Chairman would tantamount to
alteration of Minutes.

17.5. Signing and Dating of Minutes

17.5.1 Minutes of a General Meeting shal be signed and dated by
the Chairman of the Meeting or in the event of death or

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GUIDANCE NOTE ON GENERAL MEETINGS
inability of that Chairman, by any Director who was present
in the Meeting and duly authorised by the Board for the
purpose, within thirty days of the General Meeting.

While the Minutes of Meetings of the Board have to be entered within thirty
days, Minutes of every General Meeting should not only be entered but also
be signed within thirty days from the date of the conclusion of the Meeting.

The Minutes of an adjourned Meeting should also be signed within thirty days
of the conclusion of the adjourned Meeting.

A cursory perusal of Section 195 of the Companies Act, 1956 (corresponding to

Section 118 of the Act) regarding the presumption to be drawn where Minutes
of the company are duly drawn and signed, clearly proves that the presumption
arising in this Section is a rebuttable one by adducing contrary evidence. It is
therefore, important to ensure that the Minutes are signed and kept as stated
above in order to have the benefit of the statutory presumption that such Minutes
constitute evidence of the proceedings recorded therein.

If the Minutes are not recorded or signed within the prescribed period, it is to
be presumed that they have not been properly kept and hence wil not be
admissible in evidence [B Sivaraman and Others v. Egmore Benefit Society Ltd.

(1992) 2 Comp L J 218 (Mad)].

The authorisation to sign the Minutes in the event of death or inability of the

Chairman, may be given at a Meeting of the Board or by a Resolution passed
by circulation.

17.5.2 The Chairman shal initial each page of the Minutes, sign the
last page and append to such signature the date on which
and the place where he has signed the Minutes.

Each page of the Minutes should be initial ed or signed and the last page of the

Minutes or report in Minutes Books should be dated and signed by the Chairman
of the same Meeting within the aforesaid period of thirty days or in the event of
the death or inability of that Chairman within that period, by a Director duly
authorised by the Board for the purpose [Rule 25(1)(d)(i ) of the Companies

(Management and Administration) Rules, 2014].

The place for this purpose should be the city or town where the Minutes are
being signed. The date on which the Minutes are signed should be appended
to the signature.

Any blank space in a page between the conclusion of the Minutes and signature
of the Chairman shal be scored out.

GUIDANCE NOTE ON GENERAL MEETINGS

123

The Minutes should be recorded on consecutive pages of the Minutes Book.

No blank space should be left in between the Minutes.

If the Minutes are maintained in electronic form, the Chairman shal sign the

Minutes digitally.

Scanned signature of the Chairman cannot be affixed to the Minutes.

17.6. Inspection and Extracts of Minutes

17.6.1 Directors and Members are entitled to inspect the Minutes of
al General Meetings including Resolutions passed by postal
bal ot.

Minutes of all General Meetings shall be open for inspection by any Member
during business hours of the company, without charge, subject to such
reasonable restrictions as the company may, by its Articles or in General

Meeting, impose, so, however, that not less than two hours in each business
day are allowed for inspection.

The Act empowers only the Members to inspect and take copies of Minutes of

General Meetings [Section 119 of the Act].

The right of inspection cannot be denied whatever be the motive of the Member

[Rameshwarlal Nath v. Calcutta Wheat and Seed Association Ltd. (1938) 8 Comp.

Cas. 78 (Cal)].

Besides Members, the Directors of the company are also entitled to inspect the

Minutes of General Meetings in accordance with this paragraph of SS-2.

The Company Secretary in Practice appointed by the company, the Secretarial

Auditor, the Statutory Auditor, the Cost Auditor or the Internal Auditor of the
company can inspect the Minutes as he may consider necessary for the
performance of his duties.

This would enable the Statutory Auditor or the Internal Auditor or the Secretarial

Auditor or the Company Secretary in Practice or the Cost Auditor, as the case
may be, to discharge their professional duties fairly.

Inspection of Minutes Book may be provided in physical or in electronic form.

While providing inspection of Minutes Book, the Company Secretary or the
official of the company authorised by the Company Secretary to facilitate
inspection shal take al precautions to ensure that the Minutes Book is not
mutilated or in any way tampered with by the person inspecting.

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GUIDANCE NOTE ON GENERAL MEETINGS

17.6.2 Extract of the Minutes shal be given only after the Minutes
have been duly signed. However, any Resolution passed at a

Meeting may be issued even pending signing of the Minutes
provided the same is certified by the Chairman or any Director
or the Company Secretary.

Only after the Minutes have been signed, any extract of Minutes can be given
to third parties.

However without waiting for these formalities, certified copies of the Resolutions
can always be issued even earlier once a Resolution is passed provided the
same is certified by the Chairman or any Director or the Company Secretary.

Many a times, it might be necessary to furnish certified copies of Resolutions or
file the same with authorities for various purposes. Other than “Ordinary

Business”, it is usual to give a text of the Resolution proposed to be passed in
respect of every item forming part of the “Special Business” as set out in the

Notice of a General Meeting. Therefore, when a Resolution is passed at a

General Meeting, a certified extract of such Resolution can be given without
waiting for the Minutes to be signed.

When a Member requests in writing for a copy of any Minutes, which he is
entitled to inspect, the company shal furnish the same within seven working
days of receipt of his request, subject to payment of such fee as may be
specified in the Articles of the company. In case a Member requests for the
copy of the Minutes in electronic form, in respect of any previous General

Meetings held during a period immediately preceding three financial years,
the company shall furnish the same on payment of such fee as prescribed
under the Act.

The company should furnish copies of Minutes on payment of fees as
prescribed in the Articles but not exceeding ten rupees per page or part of
any page. However, the soft copy of Minutes of previous General Meeting
held during immediately preceding three financial years be furnished at free
of cost [Rule 26 of the Companies (Management and Administration) Rules,

2014].

Copies of the Minutes or the extracts thereof as requisitioned by the Member,
duly certified by the Company Secretary or where there is no Company Secretary,
an officer duly authorised by the Board in this behalf, may be provided in
physical or electronic form.

GUIDANCE NOTE ON GENERAL MEETINGS

125

18. Preservation of Minutes and other Records

18.1 Minutes of al Meetings shal be preserved permanently in physical
or electronic form with Timestamp.

Where, under a scheme of arrangement, a company has been merged or
amalgamated with another company, Minutes of all Meetings of the transferor
company, as handed over to the transferee company, shall be preserved
permanently by the transferee company, notwithstanding that the transferor
company might have been dissolved.

The preservation of Minutes of the merged or amalgamated company would
ensure easy reference to any important decisions taken prior to amalgamation.

18.2 Office copies of Notices, scrutiniser’s report and related papers
shal be preserved in good order in physical or in electronic form
for as long as they remain current or for eight financial years,
whichever is later and may be destroyed thereafter with the
approval of the Board.

Copies of the Notice calling the Meeting, scrutiniser’s report and other papers,
documents, agreements, approvals, etc. related to the business transacted at
the Meeting should be retained at least for as long as the related subject
remains relevant or for eight financial years, whichever is later.

Corol ary has been drawn from Rule 15 of the Companies (Management and

Administration) Rules, 2014 which prescribes a period of eight years for
preservation of the register of debenture holders or any other security holders
etc. and the annual return.

Unlike Minutes, these papers explain in detail al the proposals, voting process,
results etc. and hence would enable easy reference to the important decisions
taken earlier along with the rationale for the decisions. Therefore, considering
the importance of these papers, prior approval of the Board is necessary for
their destruction. This is also because the Directors are responsible for devising
and ensuring effective operation of proper and adequate systems, and the
need to refer to these papers may arise anytime.

Office copies of Notices, scrutiniser’s report and related papers of the transferor
company, as handed over to the transferee company, shall be preserved in
good order in physical or electronic form for as long as they remain current or
for eight financial years, whichever is later and may be destroyed thereafter
with the approval of the Board and permission of the Central Government,
where applicable.

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GUIDANCE NOTE ON GENERAL MEETINGS

The permission of the Central Government for destroying such records has
been prescribed in line with the provisions of Section 239 of the Act, which
provides that the books and papers of a company which has been amalgamated
with, or whose shares have been acquired by, another company should not be
disposed of without the prior permission of the Central Government and before
granting such permission, that Government may appoint a person to examine
the books and papers or any of them for the purpose of ascertaining whether
they contain any evidence of the commission of an offence in connection with
the promotion or formation, or the management of the affairs, of the transferor
company or its amalgamation or the acquisition of its shares.

Any record destroyed after 1st July, 2015 requires the approval of the Board,
even if such record pertains to a period prior to the applicability of SS-2.

It may be noted that the Board may authorise destruction of such records only
after the expiry of the period specified in this paragraph of SS-2.

18.3 Minutes Books shal be kept in the custody of the Company

Secretary.

Where there is no Company Secretary, Minutes shall be kept in the custody of
any Director duly authorised for the purpose by the Board.

The Company Secretary or where there is no Company Secretary, any Director
who has been duly authorised for this purpose, should ensure that the Minutes

Books are under a proper locking system and that no person has access to the

Minutes without his permission. Minutes maintained in electronic form should
also be kept under a proper security system.

Custody, for the purpose of this paragraph of SS-2, should not be construed to
mean physical custody. This paragraph signifies the responsibility to ensure
the safe custody of the Minutes by the Company Secretary or any Director
authorised by the Board for this purpose, as the case may be.

19. Report on Annual General Meeting

Every listed public company shall prepare a report on 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.

In case of a listed public company, the report on Annual General Meeting
should be prepared in addition to the Minutes of the Annual General Meeting

[In line with Section 121 of the Act].

GUIDANCE NOTE ON GENERAL MEETINGS

127

Such report which shal be a fair and correct summary of the proceedings of
the Meeting shal contain:

(a) the day, date, time and venue of the Annual General Meeting;

(b) confirmation with respect to appointment of Chairman of the Meeting;

(c) number of Members attending the Meeting;

(d) confirmation of Quorum;

(e) confirmation with respect to compliance of the Act and Standards with
respect to calling, convening and conducting the Meeting;

(f) business transacted at the Meeting and result thereof with a brief
summary of the discussions;

(g) particulars with respect to any adjournment, postponement of Meeting,
change in venue; and

(h) any other points relevant for inclusion in the report.

Form No. MGT-15 prescribed by the MCA for this purpose requires all the
aforesaid details to be fil ed in the Form itself [Rule 31 of Companies

(Management and Administration) Rules, 2014].

Such report shall be filed with the Registrar of Companies within thirty days of
the conclusion of the Annual General Meeting.

20. Disclosure

The Annual Return of a company shal disclose the date of Annual General

Meeting held during the financial year.

The expression “Annual Return” for the purpose of this paragraph of SS-2 should
be understood within the meaning of Section 92 of the Act.

Every company should file with the Registrar of Companies, at the end of every
financial year, an Annual Return, which inter alia, should contain particulars of

Meetings of Members or a class thereof.

This paragraph of SS-2 requires the companies to make a disclosure in their

Annual Return, of the date of Annual General Meeting held during the year.

In addition, Form No. MGT-7 (Format of Annual Return) prescribed by MCA for
this purpose requires al companies to disclose the dates of al General Meetings
held during the financial year, total number of Members entitled to attend the

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GUIDANCE NOTE ON GENERAL MEETINGS

Meeting, and number of Members who attended the Meeting along with their
total shareholding.

Regulation 30(6) of Listing Regulations: Disclosure of events or
information

Equity Listed Company should send a copy of the Proceedings of every

General Meeting to the stock exchange(s) within 24 hours of its conclusion.

Such Proceedings should include date of the Meeting, brief details of
item deliberated and results thereof and manner of approval proposed
for certain items (e-voting etc.).

GUIDANCE NOTE ON GENERAL MEETINGS

129

Annexure I

(Refer Paragraph 1.2.10)

Specimen Attendance Slip

Name of the Company ____________________________

Registered Address ______________________________

CIN __________ Email ____________ Telephone ______ Website ________

ATTENDANCE SLIP

__________________ (Meeting Number) ____________ (Date)

Folio No. / DP ID Client ID No.

Name of First named Member/Proxy/Authorised Representative

Name of Joint Member(s), if any:

No. of Shares held

I/we certify that I/we am/are member(s)/proxy for the member(s) of the
company.

I/we hereby record my/our presence at the ____________ (Meeting number)

Annual General Meeting of the company being held on _______________(Day

& Date) at _________(time) at ________ (Venue address).

__________________

Signature of First holder/Proxy/Authorised Representative

Signature of 1st Joint holder

Signature of 2nd Joint holder

Note(s) : 1. Please sign this attendance slip and hand it over at the Attendance

Verification Counter at the MEETING VENUE.

2. Only shareholders of the company and/or their Proxy wil be al owed to
attend the Meeting.

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GUIDANCE NOTE ON GENERAL MEETINGS

Annexure I

(Refer Paragraph 1.2.10)

Specimen Notice of Annual General Meeting

Name of the Company ___________________

Registered Office ______________________________

CIN __________ Email ____________ Telephone _____ Website ________

NOTICE OF __________ (Meeting Number) ANNUAL GENERAL MEETING

NOTICE is hereby given that the _______ (Meeting Number) Annual General

Meeting of the ___________ (Name of the company) wil be held on ________

(day), the _______ (date), 20_ at ______ a.m./p.m. at ________________

(address) to transact the fol owing business:

Ordinary Business:

1. To receive, consider and adopt the standalone and consolidated

Financial Statements of the company for the financial year ended 31st

March, ____ and the Reports of the Board of Directors and Auditors
thereon.

2. To declare dividend for the financial year ended 31st March, _____.

3. To appoint a Director in place of Mr. _______ (DIN ____________),
who retires by rotation and being eligible, offers himself for
reappointment.

4. To appoint a Director in place of Mr. ______ (DIN____________), who
retires by rotation and being eligible, offers himself for reappointment.

5. To appoint a Director in place of Mr. _____ (DIN___________), who
retires by rotation and being eligible, offers himself for reappointment.

6. To appoint Statutory Auditors and to determine their remuneration. For
this purpose, to consider and if deemed fit, to passthe fol owing

Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other
applicable provisions, if any, of the Companies Act, 2013 and the Rules
framed thereunder, as amended from time to time, M/s.________,

Chartered Accountants, (Firm Registration No._________) be and are
hereby appointed as Auditors of the company to hold office from the

GUIDANCE NOTE ON GENERAL MEETINGS

131
conclusion of this Annual General Meeting til the conclusion of the

____ Annual General Meeting of the company (subject to ratification of
their appointment at every AGM), at a remuneration of Rs. _______/-

(Rupees _______ only) for the year _________ and Rs. _____/- (Rupees

_______ only) per year for the subsequent __________ years plus
reimbursement of out of pocket expenses and service tax, as
applicable.”

“RESOLVED FURTHER THAT the Board of Directors of the company

(including a Committee thereof), be and is hereby authorised to do al
such acts, deeds, matters and things as may be considered necessary,
desirable or expedient to give effect to this Resolution.”

Or

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and
other applicable provisions, if any, of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014 (including any
statutory modification(s) or re-enactment thereof, for the time being in
force), M/s. _________________, Chartered Accountants (Registration

No. _________), who were appointed as Statutory Auditors of the
company at _____ Annual General Meeting to hold office up to the
conclusion of _____ Annual General Meeting and have confirmed their
eligibility to be appointed as Auditors in terms of the provisions of

Section 141 of the Act and the relevant Rules and have offered
themselves for re-appointment, be and are hereby re-appointed as the

Statutory Auditors of the company to hold office from the conclusion of
this Annual General Meeting til the conclusion of the next Annual

General Meeting of the company at such remuneration plus service
tax, out-of-pocket, travel ing and living expenses, etc., as may be
mutually agreed between the Board of Directors of the company and
the said Auditors.”

“RESOLVED FURTHER THAT the Board of Directors of the company

(including a Committee thereof), be and is hereby authorised to do al
such acts, deeds, matters and things as may be considered necessary,
desirable or expedient to give effect to this Resolution.”

Or

Approval of Remuneration of Statutory Auditors appointed by CAG

To consider and if deemed fit, to pass the fol owing Resolution as a

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GUIDANCE NOTE ON GENERAL MEETINGS

Special Resolution:

“RESOLVED that pursuant to Section 142 of the Companies Act 2013, and
other applicable provisions, if any, of the Companies Act, 2013, the
remuneration of the Statutory Auditors appointed by Comptrol er &

Auditor General of India (C & AG) under Section 139(5) of the said Act,
be and is hereby fixed at Rs. ________/- for the year 201_-1_.”

Special Business:

7. To appoint Mr. ____ as Director.

To consider, and if thought fit, to passthe fol owing Resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 and other
applicable provisions of the Companies Act, 2013 read with the

Companies (Appointment and Qualification of Directors) Rules, 2014,

Mr. _______ (DIN _______), who was appointed as an Additional

Director of the company with effect from _________, 20__ by the Board
of Directors of the company pursuant to Section 161(1) of the Companies

Act, 2013 and the Articles of Association of the company and who
holds office upto the date of this Annual General Meeting, and being
eligible, offer himself for appointment and in respect of whom the
company has received a Notice in writing under Section 160 of the

Companies Act, 2013 from a member signifying his intention to propose
the candidature of Mr. _____ for the office of Director, be and is hereby
appointed with effect from the date of this Meeting as a Director of the
company, liable to retire by rotation.”

By Order of the Board of Directors

For _______________

___________ (Signature)

________________ (Name)

Company Secretary

Place : ________

Date : ______ 20_.

NOTES :

1. The explanatory statement setting out the material facts pursuant to

GUIDANCE NOTE ON GENERAL MEETINGS

133

Section 102 of the Companies Act, 2013, relating to special business to
be transacted at the Meeting is annexed.

2. A Member entitled to attend and vote at the Meeting is entitled to
appoint a Proxy to attend and, on a poll, to vote instead of himself
and the Proxy need not be a Member of the company.

3. Proxies, in order to be effective, must be received in the enclosed

Proxy Form at the Registered Office of the company not less than
forty-eight hours before the time fixed for the Meeting.

4. A person can act as a proxy on behalf of Members not exceeding 50
and holding in the aggregate not more than ten percent of the total
share capital of the company carrying voting rights. A Member holding
more than ten percent of total share capital of the company carrying
voting rights may appoint a single person as proxy and such person
shall not act as a proxy for any other person or shareholder.

5. A Corporate Member intending to send its authorised representatives
to attend the Meeting in terms of Section 113 of the Companies Act,

2013 is requested to send to the company a certified copy of the Board

Resolution authorizing such representative to attend and vote on its
behalf at the Meeting.

6. Members/Proxies/Authorised Representatives are requested to bring
the attendance slips duly fil ed in for attending the Meeting. Members
who hold shares in dematerialised form are requested to write their
client ID and DP ID numbers and those who hold shares in physical
form are requested to write their Folio Number in the attendance slip
for attending the Meeting.

7. During the period beginning 24 hours before the time fixed for the
commencement of Meeting and ending with the conclusion of the

Meeting, a Member would be entitled to inspect the proxies lodged at
any time during the business hours of the company. Al documents
referred to in the Notice and accompanying explanatory statement are
open for inspection at the Registered Office of the company on al
working days of the company between 11:00 a.m. and 1:00 p.m. upto
the date of the Annual General Meeting and at the venue of the Meeting
for the duration of the Meeting.

8. Route-map to the venue of the Meeting is provided at the end of the

Notice / Page no. ________ of the Annual Report.

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GUIDANCE NOTE ON GENERAL MEETINGS

9. The Register of Members and the Share Transfer Books of the company
will remain closed from _________ to __________ (both days
inclusive).

10. The dividend on shares as recommended by the Board, if approved at
the Annual General Meeting, wil be paid within thirty days from the
date of declaration to those Members or their mandatees whose names
appear:

(a) as Members in the Register of Members of the company on

______________, and

(a) as beneficial owners on that date as per the lists to be furnished
by _______ (Depository Participant) in respect of shares held in
electronic form.

11. Unclaimed / Unpaid Dividend:

Pursuant to Section 124 of the Companies Act, 2013, dividend for the
financial year ended 31st March, _______ which remains unpaid or
unclaimed for a period of seven years, become due for transfer on

______ (date) to the Investor Education and Protection Fund of the

Central Government. Members who have not claimed their dividend
for the above mentioned year are requested to make their claim to the

Share Department of the company at the Registered Office of the
company or to the Registrars & Share Transfer Agents of the company
at _______________________________ (address) as early as possible
but not later than _________ (date).

12. The company has already transferred all shares (in respect of which
dividend has not been paid or claimed for seven consecutive years or
more) along with unpaid or unclaimed dividend declared for the
financial year ended 31st March, _______ and earlier periods to the

Investor Education and Protection Fund. Members who have so far not
claimed or col ected their dividends for the said period may claim their
dividend and shares from the Investor Education and Protection Fund,
by submitting an application in the prescribed form.

13. The Securities and Exchange Board of India (SEBI) has mandated the
submission of Permanent Account Number (PAN) by every participant
in securities market. Members holding shares in electronic form are,
therefore, requested to submit the PAN to their Depository Participants
with whom they are maintaining their demat accounts. Members

GUIDANCE NOTE ON GENERAL MEETINGS

135
holding shares in physical form can submit their PAN details to the
company.

14. Electronic copy of the Annual Report is being sent to al the Members
whose email IDs are registered with the company/Depository

Participant(s) for communication purposes unless any Member has
requested for a hard copy of the same. For Members who have not
registered their email address, physical copy of the Annual Report is
being sent in the permitted mode. In case you wish to get a physical
copy of the Annual Report, you may send your request to ______

(email) mentioning your folio/DP ID and Client ID. Annual Reports is
also available in the Financials section on the website of the company
at __________.

15. Members holding shares in physical mode are requested to register
their email IDs with the Registrar & Share Transfer Agents of the
company and Members holding shares in demat mode are requested
to register their email ID’s with their respective DP in case the same is
stil not registered. Members are also requested to notify any change
in their email ID or bank mandates or address to the company and
always quote their Folio Number or DP ID and Client ID Numbers in all
correspondence with the company. In respect of holding in electronic
form, Members are requested to notify any change of email ID or bank
mandates or address to their Depository Participants.

16. Members holding shares in electronic form may please note that their
bank details as furnished to the respective Depositories wil be printed
on their dividend warrants as per the applicable regulations. The
company wil not entertain any direct request from such Members for
deletion or change of such bank details. Instructions, if any, already
given by Members in respect of shares held in physical form wil not
be automatically applicable to the dividend paid on shares in electronic
form.

17. Any query relating to financial statements must be sent to the company’s

Registered Office at least seven days before the date of the Meeting.

18. With a view to serving the Members better and for administrative
convenience, an attempt would be made to consolidate multiple folios.

Members who hold shares in identical names and in the same order
of names in more than one folio are requested to write to the company
to consolidate their holdings in one folio.

136

GUIDANCE NOTE ON GENERAL MEETINGS

19. Members who stil hold share certificates in physical form are advised
to dematerialise their shareholding to avail the benefits of
dematerialisation, which include easy liquidity, since trading is permitted
in dematerialised form only, electronic transfer, savings in stamp duty
and elimination of any possibility of loss of documents and bad
deliveries.

20. Members can avail of the nomination facility by filing Form SH-13, as
prescribed under Section 72 of the Companies Act, 2013 and Rule 19(1)

of the Companies (Share Capital and Debentures) Rules, 2014, with the
company. Blank forms wil be supplied on request.

21. Voting through electronic means

In compliance with provisions of Section 108 of the Companies Act,

2013 and Rule 20 of the Companies (Management and Administration)

Rules, 2014, the company is pleased to provide members the facility of
exercising their right to vote electronically on the items mentioned in
this Notice. The company has appointed Mr. __________ as scrutinizer
for conducting the e-voting process in a fair and transparent manner.

The voting period begins on _____, ____________, 201_ at 10:01 a.m.

and wil end on ________, ___________, 201_ at 5:00 p.m.. During
this period shareholders’ of the company, holding shares either in
physical form or in dematerialised form, as on the cut-off date of

____________, 201_, may cast their vote electronically. The e-voting
module shall be disabled for voting thereafter.

The company has signed an agreement with _______ (agency) for
facilitating e-voting to enable the shareholders to cast their vote
electronical y. The instructions for shareholders voting electronically
are given at page no. ____ of the Annual Report.

22. The results shall be declared on or after the Annual General Meeting
of the company and shall be deemed to be passed on the date of

Annual General Meeting. The results alongwith the Scrutinizer’s Report
shall be placed on the website of the company __________ within 2
days of passing of the resolutions at the Annual General Meeting of
the company and shal be communicated to _____________ (Stock

Exchange).

EXPLANATORY STATEMENT

As required by Section 102 of the Companies Act, 2013, the fol owing explanatory

GUIDANCE NOTE ON GENERAL MEETINGS

137
statement sets out al material facts relating to the business mentioned under

Item No. 7 of the accompanying Notice dated _____________.

Item No. 7

Mr. ____ who was appointed as an Additional Director of the company under

Section 161(1) of the Companies Act, 2013 effective ________, _____ holds
office up to the date of this Annual General Meeting, and is eligible for
appointment as Director of the company.

The company has received Notice under Section 160 of the Companies Act,

2013 from a Member signifying her intention to propose the candidature of Mr.

____ for the office of Director.

A brief profile of Mr. _______, as required to be given pursuant to the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, and other
information pertaining to his appointment has been given in the annexure to
this Notice.

Mr. _______ is not a Director of any other public limited company in India. He
is a Member of the Audit Committee and the Investment Committee of ______.

He does not hold any share in the company and is not related to any Director
or Key Managerial Personnel of the company in any way.

The Board of Directors considers it in the interest of the company to appoint Mr.

______ as a Director.

By Order of the Board of Directors

For _______________

___________ (Signature)

________________ (Name)

Company Secretary

Place :

Date : ____________20_.

138

GUIDANCE NOTE ON GENERAL MEETINGS

Annexure II

(Refer Paragraph 1.2.10)

Specimen Notice of Extra-Ordinary General Meeting

Name of the Company _________________

Registered Address ________________________________

CIN _____________ Email ______________ Telephone _____ _____

Website __________

NOTICE OF

EXTRA-ORDINARY GENERAL MEETING

NOTICE is hereby given that an Extra-Ordinary General Meeting of the

_________ (name of company) wil be held on________ (day), ________

(date) at ______a.m./p.m. at _____________________ (address) to transact
the fol owing special business:

1. Shifting of Registered Office

To consider and, if thought fit, to pass the fol owing Resolution as a Special

Resolution:

“RESOLVED that pursuant to Section 13 and other applicable provisions, if
any, of the Companies Act, 2013, and subject to the approval of the Regional

Director, the Registered Office of the company be shifted from the _________

(Name of State) to the ________ (Name of State).

RESOLVED FURTHER that Clause-I of the Memorandum of Association of the
company be altered by substitution of the words ______ in place of the
words _________.

RESOLVED FURTHER that the Board of Directors of the company be and is
hereby authorised to file the necessary petition(s) before the Regional Director,

______ Region for confirmation of the alteration of Clause-II of the

Memorandum of Association of the company as aforesaid and to carry out
al other acts and deeds as are necessary in connection therewith, including
compliance of directions, if any, of the concerned authorities.”

2. Appointment of Mr. ______ as Director

To consider and, if thought fit, to passthe fol owing Resolution as an Ordinary

Resolution:

GUIDANCE NOTE ON GENERAL MEETINGS

139

“RESOLVED that pursuant to the provisions of Sections 149, 150(2), 152 and
any other applicable provisions of the Companies Act, 2013 and the rules
made there under read with Schedule IV to the Companies Act, 2013, approval
of the company be and is hereby accorded for appointment of Mr. ________

(DIN No.__________), as an Independent Director of the company to hold
the office for a period of 3 years i.e. up to ___________, ______ AND THAT
by virtue of sub-section (13) of Section 149 of the Companies Act, 2013 he
shall not be liable to retire by rotation.”

By Order of the Board of Directors

For _______________

___________ (Signature)

________________ (Name)

Company Secretary

Place : ________

Date : _________

NOTES :

1. The explanatory statement setting out the material facts pursuant to

Section 102 of the Companies Act, 2013, relating to special business to
be transacted at the Meeting is annexed.

2. A Member entitled to attend and vote at the Meeting is entitled to
appoint a Proxy to attend and, on a poll, to vote instead of himself
and the Proxy need not be a Member of the company.

3. Proxies, in order to be effective, must be received in the enclosed

Proxy Form at the Registered Office of the company not less than
forty-eight hours before the time fixed for the Meeting.

4. A person can act as a proxy on behalf of Members not exceeding 50
and holding in the aggregate not more than ten percent of the total
share capital of the company carrying voting rights. A Member holding
more than ten percent of total share capital of the company carrying
voting rights may appoint a single person as proxy and such person
shall not act as a proxy for any other person or shareholder.

5. A Corporate Member intending to send its authorised representatives
to attend the Meeting in terms of Section 113 of the Companies Act,

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GUIDANCE NOTE ON GENERAL MEETINGS

2013 is requested to send to the company a certified copy of the Board

Resolution authorizing such representative to attend and vote on its
behalf at the Meeting.

6. Members/Proxies/Authorised Representatives are requested to bring
the attendance slips duly fil ed in for attending the Meeting. Members
who hold shares in dematerialised form are requested to write their
client ID and DP ID numbers and those who hold shares in physical
form are requested to write their Folio Number in the attendance slip
for attending the Meeting.

7. During the period beginning 24 hours before the time fixed for the
commencement of Meeting and ending with the conclusion of the

Meeting, a Member would be entitled to inspect the proxies lodged at
any time during the business hours of the company. Al documents
referred to in the Notice and accompanying explanatory statement are
open for inspection at the Registered Office of the company on al
working days of the company between 11:00 a.m. and 1:00 p.m. upto
the date of the Annual General Meeting and at the venue of the Meeting
for the duration of the Meeting.

8. Route-map to the venue of the Meeting is provided at the end of the

Notice.

9. In compliance with provisions of Section 108 of the Companies Act,

2013 and Rule 20 of the Companies (Management and Administration)

Rules, 2014, the company is pleased to provide members the facility of
exercising their right to vote electronically on the items mentioned in
this Notice. The company has appointed Mr. __________ as scrutinizer
for conducting the e-voting process in a fair and transparent manner.

The voting period begins on _____, ____________, 201_ at 10:01 a.m. and wil
end on ________, ___________, 201_ at 5:00 p.m. During this period
shareholders’ of the company, holding shares either in physical form or in
dematerialised form, as on the cut-off date of ____________, 201_, may cast
their vote electronical y. The e-voting module shal be disabled for voting
thereafter.

The company has signed an agreement with ________ (agency) for facilitating
e-voting to enable the shareholders to cast their vote electronical y. The
instructions for shareholders voting electronical y are given at the end of the

Notice.

GUIDANCE NOTE ON GENERAL MEETINGS

141

EXPLANATORY STATEMENT

As required by Section 102 of the Companies Act, 2013, the explanatory
statement sets out al material facts relating to the business mentioned under

Item Nos. 1 & 2 of the accompanying Notice dated ___________.

Item No. 1

The Registered Office of the company has been situated in ____________since
the incorporation of the company. The business of the company has increased
manifold since incorporation and it is expected that such growth trends wil be
maintained in future.

The employee strength of the company has also increased manifold and the
company needs an area of around 50,000 square feet to accommodate the
entire staff and to carry out its growing business activities efficiently. However,
expansion at the present location is not possible and prevailing rents
in____________ render it unviable to look for additional premises in the vicinity
of the Registered Office.

The Board of Directors has identified suitable premises at ____________in the

State of _______, not very far from the present Registered Office. Acquiring
such premises, situated close to ______, is advantageous for the company to
carry on its business more conveniently, economically and efficiently.

In view of these advantages, the Board of Directors has decided to shift the

Registered Office of the company from _______ (Name of State) to the

___________ (Name of State) subject to necessary approvals.

In terms of Section 13 of the Companies Act, 2013, approval of the shareholders
and the Regional Director is required for the purpose of shifting the registered
office of the company from one state to another state.

A copy of the Memorandum of Association is available for inspection at the

Registered Office of the company on al working days of the company between

11:00 a.m. and 1:00 p.m. upto the date of the Meeting and at the venue of the

Meeting for the duration of the Meeting.

The Board commends the passing of the Resolution at Item No.1 as a Special

Resolution.

None of the Directors and Key Managerial Personnel of the company or their
relatives is concerned or interested in the proposed Resolution.

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GUIDANCE NOTE ON GENERAL MEETINGS

Item No. 2

Mr. ____ is an Independent Director of the company, whose period of office is
liable to be determination by rotation of Directors under the erstwhile applicable
provisions of the Companies Act, 1956. He joined the Board in May 2010.

Section 149 of the Companies Act, 2013, provides that every listed public
company shal have at least one third of the total number of Directors as

Independent Directors. An Independent Director can be appointed for any period
up to 5 years but can be re-appointed for another term of not more than 5
years by passing a Special Resolution. The provisions relating to retirement of

Directors by rotation shal not apply to the appointment of Independent Director.

The Board has undertaken due diligence to determine the eligibility of Mr.

______ for appointment as an Independent Director on the Board, based upon
his qualification, expertise, track record integrity etc. and recommends the
appointment of Mr. ________ to the shareholders for a period of three years,
i.e. up to _______.

Mr. ________ wil not be liable to retire by rotation during this period.

Other than Mr. ________, none of the Directors or Key Managerial Personnel
of the company or their relatives is concerned or interested in the proposed

Resolution.

A brief profile of Mr. _________ and other information pertaining to his
appointment is given below.

By Order of the Board of Directors

For _______________

___________ (Signature)

________________ (Name)

Company Secretary

Place : __________

Date : ___________

GUIDANCE NOTE ON GENERAL MEETINGS

143

Annexure IV

(Refer Paragraph 1.2.10)

Specimen Notice of Annual General Meeting (for Newspaper)

Name of the Company____________

Registered Address ________________________________

CIN _____________ Email ______________ Telephone __________

Website __________

NOTICE is hereby given that the __________ Annual General Meeting of the
company is scheduled to be held on ___________(day) __________ (date) at

__ a.m. /p.m. at the registered office of the company situated at __________

(address).

Notice of the Meeting setting out the Resolutions proposed to be transacted
thereat and the Audited financial statements for the year ended March 31,

201__, Auditors’ Report and Report of the Board of Directors for the year ended
on that date, have also been dispatched to the Members. Notice and the said
documents are available at the company’s website __________ and copies of
said documents are also available for inspection at the registered office of the
company on all working days during the business hours up to the date of

Annual General Meeting. The company has completed dispatch of Annual

Report on _________ __, 201_.

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with

Rule 20 of the Companies (Management and Administration) Rules, 2014, your
company is pleased to provide remote e-voting facility to its Members to
exercise their right to vote on the Resolutions proposed to be transacted at the

___ (Number) Annual General Meeting. The company has arranged remote e-
voting facility through _______ (agency) at _____ (website). Notice of the Annual

General Meeting is also available at the _______ (agency’s) website.

A Member whose name appears in the register of members as on cutoff date
i.e. ____________, 201_ only shall be entitled to avail the facility of remote e-
voting as wel as voting through bal ot process at the Meeting. Members who
cast their vote through remote e-voting may attend the Meeting but shall not
be entitled to cast their vote again.

Any person who becomes Member of the company after dispatch of the Notice
of the Meeting and holding shares on _____ ___, 201_, if already registered

144

GUIDANCE NOTE ON GENERAL MEETINGS
with ____ (agency), can use his/her existing user ID and password otherwise
fol ow the detailed procedure mentioned in Notice of Meeting available at
company’s website ________ or may obtain the login ID and password by
sending a request at ________ (email ID of agency) or to the company’s

Registrar, M/s ___________ at ____________(email ID) latest by ___ p.m. of

________ , 201_.

Remote e-voting facility shal commence on __________, 201__ at 10:01 a.m.

and wil end on _____, 201_ at 5:00 p.m. The remote e-voting wil be disabled
by ____ (agency) after the said date and time.

The company has appointed Mr. _________, Practising Company Secretary as
the scrutiniser to scrutinise the e-voting process in fair and transparent manner.

In case of any queries/grievances relating to e-voting process, the Members
may contact at ______ (email ID of agency), Tel: _______ or M/s.

________________., __________ (RTA address) at __________ (email ID),

Tel: +91 __________ or at the ___________ (email ID) Tel: +91 ___________.

Please keep your most updated email ID registered with the company/your

Depository Participant to receive timely communications.

By Order of the Board of Directors

For _______________

___________ (Signature)

________________ (Name)

Company Secretary

Place : ______________.

Date : _____________.

GUIDANCE NOTE ON GENERAL MEETINGS

145

Annexure V

(Refer Paragraph 1.2.11)

Specimen Notice of Postponed Annual General Meeting

Name of the Company_______________

Registered Address ________________________________

CIN _____________ Email ______________ Telephone __________

Website __________

Members are hereby informed that, due to unforeseen and unavoidable
circumstances, the ______ Annual General Meeting of the company, which
was scheduled on _____________, ___________________, wil now be held
on __________________, ______, at _____a.m./p.m. at the Registered Office
of the company, to consider the business mentioned in the Notice dated

______________ which had been sent to Members in connection with the

Meeting originally scheduled to have been held on _______________.

A Member entitled to attend and vote at the Meeting is entitled to appoint a

Proxy to attend and, on a pol , to vote instead of himself and the Proxy need not
be a Member of the company. Proxies, in order to be effective, should be duly
completed, stamped (if applicable) and signed and must be received at the

Registered Office of the company not less than forty-eight hours before the
time fixed for the Meeting.

By Order of the Board of Directors

For _______________

___________ (Signature)

________________ (Name)

Company Secretary

Place : _____________

Date : _________________

Note :

Members may please immediately intimate any change in their address.

146

GUIDANCE NOTE ON GENERAL MEETINGS

Annexure VI

(Refer Paragraph 1.2.11)

Specimen Notice of Postponement of

Annual General Meeting (for Newspaper)

Name of the Company _______________

Registered Address ________________________________

CIN ________ Email ________ Telephone ________ Website ________

NOTICE

POSTPONEMENT OF ANNUAL GENERAL MEETING

Members are hereby informed that, due to the unforeseen and unavoidable
circumstances, it has not been possible for the company to convene the ___

Annual General Meeting of the company, which was scheduled to be held on

___20___.

Accordingly, the Board of Directors of the company has decided to postpone
the said Annual General Meeting, which now is convened on ___________20_.

Notice and other documents, if any, relevant to the re-convened Meeting wil
be dispatched to Members shortly.

A Member entitled to attend and vote at the Meeting is entitled to appoint a

Proxy to attend and, on a pol , to vote instead of himself and the Proxy need not
be a Member of the company. Proxies, in order to be effective, should be duly
completed, stamped (if applicable) and signed and must be received at the

Registered Office of the company not less than forty-eight hours before the
time fixed for the Meeting.

By Order of the Board of Directors

For _______________

___________ (Signature)

________________ (Name)

Company Secretary

Place : __________

Date : __________

Note :

Members may please immediately intimate any change in their address.

GUIDANCE NOTE ON GENERAL MEETINGS

147

Annexure VI

(Refer Paragraph 2.2)

Specimen Notice by Requisitionists Convening an

Extra-Ordinary General Meeting

NOTICE is hereby given that the persons named below, who are Members of

______ (Name of the company), having its Registered Office at

______________, and who have requisitioned the convening of an Extra-

Ordinary General Meeting of the company, hereby, in exercise of the powers
and rights conferred by Section 100 of the Companies Act, 2013, give Notice
that the said requisitioned Meeting shall be held on _______________day,
the________20__, at ________a.m./p.m. at_______(address) to consider the
fol owing proposal:

State the proposal

{OR
for considering and, if thought fit, passing the fol owing Ordinary/ Special

Resolution:

Reproduce the Resolution}

Names of requisitionists:

1. __________________

2. __________________

3. __________________

4. __________________

Note :

A Member entitled to attend and vote at the Meeting is entitled to appoint a

Proxy to attend and, on a pol , to vote instead of himself and the Proxy need not
be a Member of the Company. Proxies, in order to be effective, should be duly
completed, stamped (if applicable) and signed and must be received at the

Registered Office of the Company not less than forty-eight hours before the
time fixed for the Meeting.

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GUIDANCE NOTE ON GENERAL MEETINGS

Annexure VII

(Refer Paragraph 2.2)

Specimen Notice of an Extra-Ordinary General Meeting cal ed on the

Requisition of Members

NOTICE

Name of the Company ____________

Registered Address ________________________________

CIN ________ Email ________ Telephone ________ Website ________

NOTICE is hereby given that, pursuant to a valid requisition under Section 100
of the Companies Act, 2013, lodged at the Registered Office of the company by
the Members whose names are annexed hereto, an Extra-Ordinary General

Meeting of the company wil be held on ________________, ______20_, at

_______ a.m./p.m. at the Registered Office of the company to consider the
fol owing proposal put forth by the requisitionists:

“RESOLVED that _______________________________________________

___________________________________________________________

__________________________________________________”

The Board of Directors has considered the abovementioned Resolution in its

Meeting held on _______20_ and submits the fol owing observations thereon
for the consideration of the Members:

_____________________________________________________________

___________________________

{after stating the observations, it should also be stated whether the Board
supports or does not support the proposal of the requisitionists contained in
the aforesaid Resolution.}

By Order of the Board of Directors

For _______________

___________ (Signature)

________________ (Name)

Company Secretary

Place : ______________

Date : ________ 20_.

GUIDANCE NOTE ON GENERAL MEETINGS

149

Notes :

1. A Member entitled to attend and vote at the Meeting is entitled to
appoint a Proxy to attend and, on a pol , to vote instead of himself and
the Proxy need not be a Member of the company. Proxies, in order to
be effective, should be duly completed, stamped (if applicable) and
signed and must be received at the Registered Office of the company
not less than forty-eight hours before the time fixed for the Meeting.

2. The requisition dated ____________, referred to above, signed by the
requisite number of Members in terms of Section 100 of the Companies

Act, 2013, and all documents referred to in the Notice are available for
inspection by any Member at the Registered Office of the company on
any working day of the company between the hours of 11:00 a.m. and

1:00 p.m. upto the date of this Extra-Ordinary General Meeting and at
the venue of the Meeting for the duration of the Meeting.

3. Route-map to the venue of the Meeting is enclosed.

150

GUIDANCE NOTE ON GENERAL MEETINGS

Annexure IX

(Refer Paragraph 2.2)

Specimen Board Resolution for convening Extra-Ordinary General

Meeting on Requisition

“RESOLVED THAT pursuant to the provisions of Section 100 and other
applicable provisions of the Companies Act, 2013 and rules thereunder and
as per the requisition received from the Members, the Board of Directors
hereby authorises calling of an Extra-Ordinary General Meeting (EGM) of the

Members on ________ (date) at ___ a.m./p.m. (time) at __________ (venue).

RESOLVED FURTHER THAT the draft notice of the EGM, the explanatory
statement and other ancil ary documents in connection with the EGM, as
placed before the Board, be and are hereby approved.

RESOLVED FURTHER THAT the Company Secretary of the company be and is
hereby authorised to sign and execute the notice and other relevant
documents in connection with the EGM and circulate them to the Members
of the company and do al such acts, deeds and things as may be necessary
in connection with calling and convening of EGM including appointing
scrutinisers and e-voting agencies, if required.”

GUIDANCE NOTE ON GENERAL MEETINGS

151

Annexure X

(Refer Paragraph 7.4)

Specimen of a Demand for Pol

Dated: _______

To

The Chairman of the ____ Annual General Meeting of ______ (Name of the
company) being held on _day, _______ 20_ at ____ a.m. /p.m. at

____________ (address).

We the undersigned, being the holders of an aggregate of ______ equity shares
of Rs.10/Re.1/ each of the company, as per the details set out below against
our respective names, demand that, pursuant to the provisions of Section 109
of the Companies Act, 2013, a pol be taken in respect of the Resolution proposed
at Item No. ___ of the Notice dated _____________ 20___ of the _________

Annual General Meeting of the company on which the voting is yet to be taken
on a show of hands.

{OR
on which voting on a show of hands has been taken but the result thereof is
yet to be announced

OR
which was declared carried on voting by show of hands.}

Sr. No. Name of

Folio No./ Client

No. of shares

Signature of

Member

ID No.

held

Members

152

GUIDANCE NOTE ON GENERAL MEETINGS

Annexure XI

(Refer Paragraph 9.2)

Announcements by the Chairman of the Meeting in
connection with a Poll

1. Immediately after a Poll is demanded:

“I request you to make your demand on the Pol Demand Sheet so that the
same can be verified to ascertain the validity of the demand in terms of the

Companies Act, 2013, and the Articles of Association of the Company.”

2. After verification of the demand and if the demand is found to be validly
made:

“I now order that the Pol on the Resolution in respect of Item No.

___________ of the Notice, on the subject of _____________ be taken and

I appoint Mr. ____________ and Mr. ____________ as the Scrutinisers.

The Pol wil commence half an hour after the transaction of al the items on
the Agenda for the Meeting.

The Pol wil be held in a part of this Hall and wil continue for half an hour
or til al the Members or their valid Proxies or Authorised Representatives
present and wil ing to cast their votes, have cast their votes, whichever is
earlier.

I authorise the Scrutinisers to issue the Pol papers to Members/Proxies/

Authorised Representatives and to advise them about the procedure to be
fol owed; and to declare the Pol as closed on conclusion thereof, after
ensuring that all the Members/Proxies/Authorised Representatives present
have been provided the opportunity to vote. In terms of the provisions of the

Articles of Association of the company, a Member who is in arrears of
moneys payable on the shares allotted to him is not entitled to vote. The

Scrutinisers can take the assistance as may be required of the officers or
employees of the company in the conduct of the pol . I request you all to
extend your co-operation in the conduct of the pol .

The details of the result of the pol would be displayed on the notice board
at the Registered Office of the company not later than 11:00 a.m. on _______,

________. It would also be put up on the website of the company

_______________ under the head ________________.”

GUIDANCE NOTE ON GENERAL MEETINGS

153

Annexure XII

(Refer Paragraph 9.2)

Checklist for Pol

Sr.

Relevant Section of

Provisions

No. the Companies Act,

2013

(1)

(2)

(3)

1.

Resolutions, as appearing in the Notice, to be
proposed and seconded.

2.

109

Pol may be ordered by the Chairman or
demanded by Member(s) (as in 3 below) before
or on the declaration of the result of the voting
by show of hands on a Resolution.

3.

109

Pol may be demanded by any Member(s)

present in person or by Proxy holding shares:

(i) of 1/10 of the total voting power, or

(i ) on which an aggregate sum of not less
than five lakh rupees has been paid up.

4.

109

The demand for a pol may be withdrawn at
any time by the person(s) who made the
demand.

5.

109

Pol shall be taken immediately if demanded
on a question of adjournment of the Meeting
or on the election of the Chairman (Section

104); otherwise within forty-eight hours from
the time it is demanded on any other question.

6.

Each Resolution should be put to poll
separately and polling papers shall be
distributed to al Members and to proxies
attending the Meeting. Thereafter, pol ing /
bal ot papers shall be deposited in a bal ot
box by the Members / proxies.

7.

105

A Member present in person or by Proxy shall
be entitled to vote only on a pol .

154

GUIDANCE NOTE ON GENERAL MEETINGS

If any Member present in person or by Proxy
has more than one vote, such Member has
the option to use his votes in different ways.

8.

109

The Chairman shal appoint such number of

Scrutinisers as he deems necessary to
scrutinise the votes given on a pol and to
report to him. The Chairman has the power,
at any time before the result of the pol is
declared, to remove a scrutiniser(s) and fil the
vacancy / vacancies.

9.

(i) The demand for a pol , except on the
question of the election of the Chairman or of
an adjournment, shall not prevent the
continuance of a Meeting for the transaction
of any business other than the question on
which a pol has been demanded.

(i ) In case of equality of votes, the Chairman
shal have a second or casting vote (in addition
to his vote as a Member).

10.

Votes shall be counted by the Scrutinisers.

11.

The results of pol shall be entered in a pol ing
register showing the votes for and against
each Resolution, which shall be signed by the

Scrutinisers, and shall be deemed to be the
decision of the Meeting.

12.

109

The Chairman shal regulate the manner of

Pol and declare the results, after completion
of the procedures listed in 6 to 11 above.

Notes :

(a) The Meeting is deemed to continue until the pol has been taken.

Appointing a later day for taking / completing the pol is not an
adjournment.

(b) A Member may vote at the pol even though not present when the pol
was demanded.

(c) Members in arrears of payment of al otment money or cal s cannot vote.

GUIDANCE NOTE ON GENERAL MEETINGS

155

Annexure XII

(Refer Paragraph 9.5.3)

Specimen Announcement on the Notice Board of the Company of the

Result of the Pol

Name of the Company _______________

Registered Address ________________________________

RESULT OF THE POLL HELD AT THE _____ MEETING OF THE COMPANY HELD ON

___________

Item No. ____ of the Notice dated ________ Subject: ___________

Total number of votes cast : _________________________________

Invalid votes : __________________________________________

Total number of valid votes : ________________________________

Number of votes cast FOR the Resolution : _____________________

Number of votes cast AGAINST the Resolution : ________________

Result : ________________________________________________

Place : __________

_________

Date : __________

CHAIRMAN

Time : __________

156

GUIDANCE NOTE ON GENERAL MEETINGS

Annexure XIV

(Refer Paragraph 16.1)

Items of Business which shal be Passed only by Postal Bal ot

1. Alteration of the objects clause of the memorandum and in the case of
the company in existence immediately before the commencement of
the Act, alteration of the main objects of the memorandum.

2. Alteration of articles of association in relation to insertion or removal of
provisions which are required to be included in the articles of a
company in order to constitute it a private company.

3. Change in place of registered office outside the local limits of any city,
town or vil age.

4. Change in objects for which a company has raised money from public
through prospectus and stil has any unutilised amount out of the money
so raised.

5. Issue of shares with differential rights as to voting or dividend or
otherwise.

6. Variation in the rights attached to a class of shares or debentures or
other securities.

7. Buy-back of shares by a company.

8. Appointment of a Director elected by smal shareholders.

9. Sale of the whole or substantial y the whole of an undertaking of a
company or where the company owns more than one undertaking, of
whole or substantial y the whole of any of such undertakings.

10. Giving loans or extending guarantee or providing security in excess of
the limit specified.

11. Any other Resolution prescribed under any applicable law, rules or
regulations.

GUIDANCE NOTE ON GENERAL MEETINGS

157

Annexure XV

(Refer Paragraph 17.2.2.2)

Specimen Report of Postal Bal ot

RESOLUTIONS PASSED BY POSTAL BALLOT ON _____________

Name of the Company_______

The company had, on ________________ dispatched to all the Shareholders,

Notice dated ______________ under Section 110 of the Companies Act, 2013,
for obtaining the consent of the Shareholders to the fol owing Ordinary Resolution
by means of postal ballot :

“RESOLVED that the consent of the company be and is hereby accorded
pursuant to Section 180(1)(a) and other applicable provisions of the Companies

Act, 2013, to the Board of Directors of the company (the Board) to sell, lease
or otherwise dispose of at such consideration and with effect from such
date as the Board may think fit, the whole or substantially the whole of the
undertaking of the company at ____________ engaged in the business of
manufacture of _____________.

RESOLVED FURTHER that the Board be and is hereby authorised to do or
cause to be done all such acts, deeds and other things as may be required
or considered necessary or incidental thereto for giving effect the aforesaid

Resolution”.

The dispatch of Notices and accompanying documents were completed on

__________ (date) to al Members appearing in the records of the company as
on _________ (cut-off date). Mr. ________, was appointed as Scrutiniser on

______________ (date) and ______________ (name of the Agency) was
appointed as an Agency on ______________ (date) for providing and
supervising electronic platform for e-voting.

It was mentioned in the said Notice dated ____________ that the postal ballot
forms sent therewith should be returned by the Shareholders duly completed
so as to reach the Scrutiniser on or before ___________. The Notice also
indicated the date of commencement of e-voting as _____________ (Day)

_____________ (Date) and the last date of e-voting as _________________

(Day) ______________ (Date) alongwith the process and manner of voting by
electronic means. The Scrutiniser was required to submit his report to the

Chairman after completion of the Scrutiny.

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GUIDANCE NOTE ON GENERAL MEETINGS

Mr. ____________ (Scrutiniser) carried out the scrutiny of all the postal bal ot
forms and electronic votes received upto the close of working hours on

______________. He submitted his Report dated _____________ on

__________ (date) and the Chairman accepted the said Report.

The fol owing is the result of the postal ballot as per the Scrutiniser’s Report:

Total votes cast through e-Voting

Total votes cast through Postal Bal ot Forms received

Grand Total of votes cast

Number of invalid votes (e-voting + Postal Bal ot Forms)

Net Votes

Votes in favour of the Resolution including votes cast by
electronic means

Votes against the Resolution including votes cast by
electronic means

In view of the foregoing, the Ordinary Resolution set out in the Notice dated

__________ has been therefore duly approved/not approved by the requisite
majority of the Shareholders.

Place : ______________

Date : ______________

_____________________

Chairman

GUIDANCE NOTE ON GENERAL MEETINGS

159

Annexure XVI

(Refer Paragraph 17.3)

Specimen Minutes of Annual General Meeting

MINUTES OF THE PROCEEDINGS OF THE ______ (Number of Meeting) ANNUAL

GENERAL MEETING OF ______ (Name of the Company) HELD ON __________

(day), ___________ (date) 20_ AT ________ AM/ PM AT _________________

(address).

The fol owing were present:

1. Mr. W

(in the Chair)

2. Mr. B

(Director and Member)

3. Mr. C

(Director)

4. Mr. D

(Director and Member)

5. Mr. E.

(Director and Chairman of Audit Committee)

6. Mr. F

(Company Secretary)

7. _________

(Members present in person) [state number]

8. _________
representing _________ shares (Members present
by Proxy) [state number]

Mr. G, Proprietor/Partner/Authorised Representative of M/s_________,

Chartered Accountants, Auditors of the company, was present.

Mr. H, Proprietor/Partner/Authorised Representative of M/s.________, Practising

Company Secretary, Secretarial Auditor of the company, was also present.

CHAIRMAN

In accordance with Article ____________ of the Articles of Association, Mr. W,

Chairman of the Board of Directors, took the Chair.

{OR

Mr. B was elected Chairman of the Meeting, in terms of Article ____ of the

Articles of Association of the company}.

The Chairman welcomed the Members and introduced the Directors seated on
the dais.

160

GUIDANCE NOTE ON GENERAL MEETINGS

The Chairman stated that Mr......…. and Mr………Directors, could not attend
the Meeting due to…………… (explain the reason for absence).

Quorum was present at the commencement of the Meeting as well as at the
time of consideration of each item of business.

The fol owing documents / Registers of the company remained open and
accessible for inspection during the continuance of the AGM:

(a) Financial Statements for the financial year ended 31st March, _______,
including the Consolidated Financial Statements for the said financial
year, and the Reports of the Board of Directors and the Auditors.

(b) Register of Directors and Key Managerial Personnel and their
shareholding.

(c) Register of Contracts or Arrangements in which Directors are interested.

With the consent of the Members present, the Notice convening the Annual

General Meeting of the Company was taken as read.

The Chairman delivered his speech.

The business of the Meeting as per the Notice thereof was thereafter taken up
item wise.

1. Adoption of Consolidated and Standalone Financial Statements

The Chairman requested Mr. ______________ to read the Ordinary Resolution
for the adoption of the Financial Statements for the year ended 31st March,

20_____ and Mr. ____________ read out the Ordinary Resolution as fol ows:

“RESOLVED that the Financial Statements of the company for the year ended

31st March, 20________, including Consolidated Financial Statements for
the said financial year, along with the Reports of the Board of Directors and

Auditors thereon, as circulated to the Members and laid before the Meeting,
be and are hereby approved and adopted.”

After the above Resolution was proposed and seconded, but before it was put
to vote, the Chairman invited Members (other than those present by Proxy) to
make observations and comments, if any, on the Report and Financial Statements,
as well as on the other Resolutions set out in the Notice convening the Meeting.

Some Members made their observations and comments and raised queries
on the Annual Report and Financial Statements and other items set out in the

Notice and the Chairman answered their queries.

GUIDANCE NOTE ON GENERAL MEETINGS

161

Before putting the Resolution to vote, the Chairman reminded the Meeting
that Proxies were not eligible to vote on a show of hands. Thereafter, the

Chairman put the Resolution for the adoption of the Financial Statements,

Consolidated Financial Statements and the Reports thereon to vote as an

Ordinary Resolution.

On a show of hands, the Chairman declared the aforesaid Ordinary Resolution
carried by the requisite majority.

2. Declaration of Dividend

Mr. ______________ read out the fol owing Resolution:

“RESOLVED that the dividend @ Rs. ______ on the equity shares of Rs. 10/

Re.1/- each, ful y paid-up, be and is hereby declared for payment, to those

Members whose names appear on the company’s Register of Members on

____, __________20_”.

The Resolution was proposed by Mr. _____________ and seconded by Mr.

____________, and was put to vote as an Ordinary Resolution.

On a show of hands, the Chairman declared the aforesaid Ordinary Resolution
carried unanimously.

3. Appointment of Director

Proposed by:

Mr. ___________________

Seconded by:

Mr. ___________________

The following Resolution having been proposed and seconded by the
aforementioned two Members, was put to vote as an Ordinary Resolution:

“RESOLVED that pursuant to Section 152 of the Companies Act, 2013, Mr. A,
who retires by rotation and, being eligible for re-appointment, offers himself
for re-appointment, be and is hereby re-appointed as a Director of the
company liable to retire by rotation.”

On a show of hands, the Chairman declared the aforesaid Ordinary Resolution
carried unanimously.

4. Appointment of Director

Proposed by:

Mr. ___________________

Seconded by:

Mr. ___________________

162

GUIDANCE NOTE ON GENERAL MEETINGS

The following Resolution having been proposed and seconded by the
aforementioned two Members, was put to vote as an Ordinary Resolution:

“RESOLVED that pursuant to Section 152 of the Companies Act, 2013, Mr. B,
who retires by rotation and, being eligible for re-appointment, offers himself
for re-appointment, be and is hereby re-appointed as a Director of the
company liable to retire by rotation.”

On a show of hands, the Chairman declared the aforesaid Ordinary Resolution
carried unanimously.

5. Appointment of Director

Proposed by:

Mr. ___________________

Seconded by:

Mr. ___________________

The following Resolution having been proposed and seconded by the
aforementioned two Members, was put to the vote as an Ordinary Resolution:

“RESOLVED that, pursuant to Section 152 of the Companies Act, 2013, Mr. C,
who retires by rotation and, being eligible for re-appointment, offers himself
for re-appointment, be and is hereby re-appointed as a Director of the
company liable to retire by rotation.”

On a show of hands, the Chairman declared the aforesaid Ordinary Resolution
carried unanimously.

6. Appointment of Auditors

Proposed by:

Mr. ______________

Seconded by:

Mr. ______________

The following Resolution having been proposed and seconded by the
aforementioned two Members, was put to vote as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other
applicable provisions, if any, of the Companies Act, 2013 and the Rules
framed thereunder, as amended from time to time, M/s.________, Chartered

Accountants, (Firm Registration No._________) be and are hereby appointed
as Auditors of the company to hold office from the conclusion of this Annual

General Meeting til the conclusion of the ____ Annual General Meeting of
the company (subject to ratification of their appointment at every AGM), at a
remuneration of Rs. _______/- (Rupees _______ only) for the year

_________ and Rs. _____/- (Rupees _______ only) per year for the

GUIDANCE NOTE ON GENERAL MEETINGS

163
subsequent __________ years plus reimbursement of out of pocket
expenses and service tax, as applicable.”

On a show of hands, the Chairman declared the aforesaid Ordinary Resolution
carried unanimously.

7. Appointment of Director

Proposed by:

Mr. ______________

Seconded by:

Mr. ______________

The following Resolution having been proposed and seconded by the
aforementioned two Members, was put to vote as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 and other
applicable provisions of the Companies Act, 2013 read with the Companies

(Appointment and Qualification of Directors) Rules, 2014, Mr. _______ (DIN

_______), who was appointed as an Additional Director of the company
with effect from _________, 20____ by the Board of Directors of the company
pursuant to Section 161(1) of the Companies Act, 2013 and the Articles of

Association of the company and who holds of ice upto the date of this Annual

General Meeting, and being eligible, offer himself for appointment and in
respect of whom the company has received a Notice in writing under Section

160 of the Companies Act, 2013 from a member signifying his intention to
propose the candidature of Mr. _____ for the office of Director, be and is
hereby appointed as a Director of the company, liable to retire by rotation
with effect from the date of this Meeting.”

On a show of hands, the Chairman declared the aforesaid Ordinary Resolution
carried unanimously.

8. Delisting of Securities – Special Resolution

Proposed by:

Mr. _____________

Seconded by:

Mr. _____________

The following Resolution having been proposed and seconded by the
aforementioned two Members, was put to vote as a Special Resolution:

“RESOLVED that, subject to the provisions of the Securities and Exchange

Board of India (Delisting of Equity Shares) Regulations, 2009, Securities

Contracts (Regulation) Act, 1956, and the Securities and Exchange of Board
of India Act, 1992, and the rules framed thereunder and other applicable

164

GUIDANCE NOTE ON GENERAL MEETINGS
laws, rules and regulations and guidelines and subject to such other
approvals, permissions and sanctions as may be necessary and subject to
such conditions as may be prescribed by the Securities and Exchange Board
of India and Stock Exchanges while granting such approvals, permissions
and sanctions, which may be agreed to by the Board of Directors of the
company, which expression shall be deemed to include any Committee of
the Board for the time being, exercising the powers conferred by the Board,
the consent of the company be and is hereby accorded to the Board to
voluntarily de-list the equity shares of the company from _______________

(name of stock exchanges).

“RESOLVED FURTHER that the Board be and is hereby authorised to do al
acts, deeds and things as it may in its absolute discretion deem necessary
and appropriate to give effect to the above Resolution.”

On a show of hands, the Chairman declared the aforesaid Special Resolution
carried with the requisite majority.

CLOSE OF THE MEETING

There being no other business to transact, the Meeting closed at ____ AM/PM

(time of conclusion) with a vote of thanks to the Chair.

_________________

Date : __________

CHAIRMAN

Place : _________

Under each item before proposal and seconding of the Resolutions, we should
record as fol ows: “The objective and implications of the Resolution were
explained by the Chairman (or at the request of the Chairman by Mr……..

(designation)”

The Chairman informed that there were no qualifications, observations or
comments or other remarks, if any, mentioned in the Auditor’s Report or in the

Secretarial Auditor’s Report.

OR

The Chairman asked the auditors to read the qualifications*/, observations*/
comments*/ other remarks*, mentioned in the Auditor’s* / Secretarial Auditor’s*

Report.

GUIDANCE NOTE ON GENERAL MEETINGS

165

Attention of the Members present was drawn to the explanations / comments
given by the Board of Directors in their report at page…..paragraph…..

(*as may be relevant or applicable.)

In case the Annual General Meeting is adjourned for want of quorum, the
fol owing shal be inserted in the aforesaid Minutes:

The Chairman noted that the minimum number of Members required to
constitute quorum were not present and decided to wait for half-an-hour,
pursuant to the requirements of Section 103(2) of the Companies Act, 2013.

At ….(time) am / pm, the Chairman advised that the quorum for the Meeting
not being present, the … Annual General Meeting of the Members of the

Company is adjourned to the same day in the next week i.e. …. (day) the

…….(date) day of ……… (month), …..(year) at the same time i.e. …. (time) and
at the same place.

OR

In case the Annual General Meeting is adjourned for reason other than
quorum, the fol owing shal be inserted in the aforesaid Minutes:

The Chairman advised that the Meeting would need to be adjourned due to

…………………… The Chairman further advised that the details of the
adjourned Meeting would be announced in the newspapers.

The Meeting was thereafter concluded.

166

GUIDANCE NOTE ON GENERAL MEETINGS

Annexure XVII

(Refer Paragraph 17.3)

Specimen Minutes of Extra-Ordinary General Meeting

MINUTES OF THE PROCEEDINGS OF THE EXTRA-ORDINARY GENERAL MEETING

OF _______ (Name of the company) HELD ON ______ (day), _________ (date)

20___ AT_______ AM/PM AT _______________________ (address)

The fol owing were present:

1. Mr. A

(in the Chair)

2. Mr. B

(Director and Member)

3. Mr. C

(Director)

4. Mr. F

(Company Secretary)

5. ________

(Members present in person) {state number}

6. ________

(Members present by Proxy) {state number}

Mr. G, Proprietor/Partner/Authorised Representative of M/s_________,

Chartered Accountants, Auditors of the company, was present.

CHAIRMAN

In accordance with Article ____________ of the Articles of Association, Mr. A,

Chairman of the Board of Directors, took the Chair.

{OR:

Mr. B was elected Chairman of the Meeting, in terms of Article __ of the Articles
of Association of the company}

The Chairman welcomed the Members and introduced the Directors seated on
the Dias.

The Chairman stated that Mr. ______ and Mr. _____ Directors, could not attend
the Meeting due to ___________ (explain the reason for absence).

Quorum was present at the commencement of the Meeting as well as at the
time of consideration of each item of business.

With the consent of the Members present, the Notice convening the Extra-

Ordinary General Meeting of the company was taken as read.

GUIDANCE NOTE ON GENERAL MEETINGS

167

The business of the Meeting, as per the Notice thereof, was thereafter taken up
item-wise.

1. Shifting of the Registered Office

Proposed by:

Mr. ______

Seconded by:

Mr. ______

The following Resolution having been proposed and seconded by the
aforementioned two Members was put to vote as a Special Resolution:

“RESOLVED that pursuant to Section 13 and other applicable provisions, if
any, of the Companies Act, 2013, and subject to the approval of the Regional

Director, the Registered Office of the company be shifted from the _______

(Name of State) to the _________ (Name of State).

“RESOLVED FURTHER that Clause-I of the Memorandum of Association of the
company be altered by substitution of the word____________.

“RESOLVED FURTHER that the Board of Directors of the company be and is
hereby authorised to file the necessary petition(s) before the Regional Director,

_______ Region for confirmation of the alteration of Clause-I of the

Memorandum of Association of the company as aforesaid and to carry out
al other acts and deeds as are necessary in connection therewith, including
compliance of directions, if any, of the concerned authorities.”

The Chairman enquired if there were any clarifications required on the same.

Since none of the Members required any clarification, the Special Resolution
was put to vote and on a show of hands declared carried by the requisite
majority.

2. Appointment of Independent Director

Proposed by:

Mr. ______

Seconded by:

Mr. ______

The fol owing Resolution having been proposed and seconded respectively by
the aforementioned Members was put to vote as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Sections 149, 150(2), 152 and
any other applicable provisions of the Companies Act, 2013 and the rules
made there under read with Schedule IV to the Companies Act, 2013, approval
of the company be and is hereby accorded for appointment of Mr. E (DIN

No.__________), as an Independent Director of the company to hold the

168

GUIDANCE NOTE ON GENERAL MEETINGS
office for a period of 3 years i.e. up to ___________, ______ AND THAT by
virtue of sub-section (13) of Section 149 of the Companies Act, 2013 he shall
not be liable to retire by rotation.”

The Chairman enquired from the Members present if there were any
clarifications required on the same. Since none of the Members required any
clarification, the Ordinary Resolution was put to vote and on a show of hands
declared carried by the requisite majority.

CLOSE OF THE MEETING

There being no other business to transact, the Meeting closed at ______ AM/

PM (time of conclusion) with a vote of thanks to the Chair.

____________________

CHAIRMAN

Date : ___________

Place : ___________

GUIDANCE NOTE ON GENERAL MEETINGS

169

Annexure XVII

(Refer Paragraph 17.3)

Specimen Minutes of Adjourned Annual General Meeting

MINUTES OF THE PROCEEDINGS OF THE ADJOURNED ______ (Number of

Meeting) ANNUAL GENERAL MEETING OF ______ (Name of the Company) HELD

ON __________ (day), ___________ (date) 20_ AT ________ AM/ PM AT

_________________ (address).

The fol owing were present:

1. Mr. W

(in the Chair)

2. Mr. B

(Director and Member)

3. Mr. C

(Director)

4. Mr. D

(Director and Member)

5. Mr. E.

(Director and Chairman of Audit Committee)

6. Mr. F

(Company Secretary)

7. _________

(Members present in person) [state number]

8. _________
representing _________ shares (Members present
by Proxy) [state number]

Mr. G, Proprietor/Partner/Authorised Representative of M/s_________,

Chartered Accountants, Auditors of the company, was present.

Mr. H, Proprietor/Partner/Authorised Representative of M/s.________, Practising

Company Secretary, Secretarial Auditor of the company, was also present.

CHAIRMAN

In accordance with Article ____________ of the Articles of Association, Mr. W,

Chairman of the Board of Directors, took the Chair.

OR

Mr. B was elected Chairman of the Meeting, in terms of Article ____ of the

Articles of Association of the company}.

The Chairman welcomed the Members and introduced the Directors seated on
the dais.

170

GUIDANCE NOTE ON GENERAL MEETINGS

The Chairman stated that Mr......…. and Mr………Directors, could not attend
the Meeting due to…………… (explain the reason for absence).

The Chairman stated that as the quorum was not present at the …..Annual

General Meeting, the Meeting was adjourned pursuant to Section 103(2)(a) of
the Companies Act, 2013.

In case the quorum is present at the adjourned meeting, the minutes to
contain the following:

The Chairman also stated that quorum was present at the commencement of this
adjourned Meeting as wel as at the time of consideration of each item of business.

In case the quorum is not present even at the adjourned meeting, the
minutes to contain the following:

[The Chairman noted that the minimum number of Members required to
constitute quorum were not present and decided to wait for half-an-hour,
pursuant to the requirements of Section 103(2) of the Companies Act, 2013.

At ….(time) am / pm, the Chairman advised that as the quorum was stil not
present, the Members present shal constitute quorum for the meeting, pursuant
to the requirements of Section 103(3) of the Companies Act, 2013.]

The fol owing documents / Registers of the company remained open and accessible
for inspection during the continuance of the Adjourned Annual General Meeting:

(a) Financial Statements for the financial year ended 31st March, _______,
including the Consolidated Financial Statements for the said financial
year, and the Reports of the Board of Directors and the Auditors.

(b) Register of Directors and Key Managerial Personnel and their
shareholding.

(c) Register of Contracts or Arrangements in which Directors are interested.

With the consent of the Members present, the Notice convening the Annual General

Meeting / Adjourned Annual General Meeting of the Company was taken as read.

The Chairman delivered his speech.

The business of the Meeting as per the Notice thereof was thereafter taken up
item wise*.

*[The text of recording of item wise decision wil be similar as indicated in

Specimen Minutes of Annual General Meeting]

GUIDANCE NOTE ON GENERAL MEETINGS

171

GLOSSARY

• “Body Corporate” or “Corporation” includes a company incorporated
outside India, but does not include –

(i) a co-operative society registered under any law relating to co-
operative societies; and

(i ) any other body corporate (not being a company as defined in this

Act), which the Central Government may, by notification, specify
in this behalf.

[Sub-section (11) of Section 2 of the Companies Act, 2013]

• “Company” means a company incorporated under this Act or under
any previous company law. [Sub-section (20) of Section 2 of the

Companies Act, 2013]

• “Company Secretary” or “Secretary” means a company secretary
as defined in clause (c) of sub-section (1) of Section 2 of the Company

Secretaries Act, 1980 who is appointed by a company to perform the
functions of a Company Secretary under this Act. [Sub-section (24) of
the Section 2 of the Companies Act, 2013]

• “Company Secretary in Practice” means a Company Secretary who
is deemed to be in practice under sub-section (2) of Section 2 of the

Company Secretaries Act, 1980. [Sub-section (25) of Section 2 of the

Companies Act, 2013]

• “Court” means –

(i) the High Court having jurisdiction in relation to the place at which
the registered office of the company concerned is situate, except
to the extent to which jurisdiction has been conferred on any
district court or district courts subordinate to that High Court under
sub-clause (i );

(i ) the district court, in cases where the Central Government has, by
notification, empowered any district court to exercise al or any of
the jurisdictions conferred upon the High Court, within the scope
of its jurisdiction in respect of a company whose registered office
is situate in the district;

(i i) the Court of Session having jurisdiction to try any offence under
this Act or under any previous company law;

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(iv) the Special Court established under section 435;

(v) any Metropolitan Magistrate or a Judicial Magistrate of the First

Class having jurisdiction to try any offence under this Act or under
any previous company law. [Sub-section (29) of Section 2 of the

Companies Act, 2013]

• “Debenture” includes debenture stock, bonds or any other instrument
of a company evidencing a debt, whether constituting a charge on the
assets of the company or not. [Sub-section (30) of Section 2 of the

Companies Act, 2013]

• “Depository” means a depository as defined in clause (e) of sub-
section (1) of Section 2 of the Depositories Act, 1996. [Sub-section (32) of

Section 2 of the Companies Act, 2013]

• “Director” means a director appointed to the Board of a company.

[Sub-section (34) of Section 2 of the Companies Act, 2013]

• “Electronic Record” means data, record or data generated, image or
sound stored, received or sent in an electronic form or micro film or
computer generated micro fiche. [Clause (t) of sub-section (1) of Section

2 of the Information Technology Act, 2000]

• “Financial Statement” in relation to a company, includes –

(i) a balance sheet as at the end of the financial year;

(i ) a profit and loss account, or in the case of a company carrying on
any activity not for profit, an income and expenditure account for
the financial year;

(i i) cash flow statement for the financial year;

(iv) a statement of changes in equity, if applicable; and

(v) any explanatory note annexed to, or forming part of, any
document referred to in sub-clause (i) to sub-clause (iv):

Provided that the financial statement, with respect to One Person

Company, small company and dormant company, may not include the
cash flow statement. [Sub-section (40) of Section 2 of the Companies

Act, 2013]

• “Financial year” , in relation to any company or body corporate, means
the period ending on the 31st day of March every year, and where it
has been incorporated on or after the 1st day of January of a year, the

GUIDANCE NOTE ON GENERAL MEETINGS

173
period ending on the 31st day of March of the fol owing year, in respect
whereof financial statement of the company or body corporate is made
up. [Sub-section (41) of Section 2 of the Companies Act, 2013]

• “Independent Director” in relation to a company, means a director
other than a managing director or a whole-time director or a nominee
director, –

(a) who, in the opinion of the Board, is a person of integrity and
possesses relevant expertise and experience;

(b) (i) who is or was not a promoter of the company or its holding,
subsidiary or associate company;

(i ) who is not related to promoters or directors in the company, its
holding, subsidiary or associate company;

(c) who has or had no pecuniary relationship with the company, its
holding, subsidiary or associate company, or their promoters, or
directors, during the two immediately preceding financial years
or during the current financial year;

(d) none of whose relatives has or had pecuniary relationship or
transaction with the company, its holding, subsidiary or associate
company, or their promoters, or directors, amounting to two per
cent. or more of its gross turnover or total income or fifty lakh
rupees or such higher amount as may be prescribed, whichever
is lower, during the two immediately preceding financial years or
during the current financial year;

(e) who, neither himself nor any of his relatives –

(i) holds or has held the position of a key managerial personnel
or is or has been employee of the company or its holding,
subsidiary or associate company in any of the three financial
years immediately preceding the financial year in which
he is proposed to be appointed;

(i ) is or has been an employee or proprietor or a partner, in
any of the three financial years immediately preceding the
financial year in which he is proposed to be appointed, of –

(A) a firm of auditors or company secretaries in practice
or cost auditors of the company or its holding,
subsidiary or associate company; or

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GUIDANCE NOTE ON GENERAL MEETINGS

(B) any legal or a consulting firm that has or had any
transaction with the company, its holding, subsidiary
or associate company amounting to ten per cent. or
more of the gross turnover of such firm;

(i i) holds together with his relatives two per cent. or more of
the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called,
of any nonprofit organisation that receives twenty-five per
cent. or more of its receipts from the company, any of its
promoters, directors or its holding, subsidiary or associate
company or that holds two per cent. or more of the total
voting power of the company; or

(f) who possesses such other qualifications as may be prescribed.

[Sub-section (6) of Section 149 of the Companies Act, 2013]

• “Managing Director” means a director who, by virtue of the articles of
a company or an agreement with the company or a Resolution passed
in its general Meeting, or by its Board of Directors, is entrusted with
substantial powers of management of the affairs of the company and
includes a director occupying the position of managing director, by
whatever name cal ed.

Explanation.– For the purposes of this clause, the power to do
administrative acts of a routine nature when so authorised by the Board
such as the power to affix the common seal of the company to any
document or to draw and endorse any cheque on the account of the
company in any bank or to draw and endorse any negotiable instrument
or to sign any certificate of share or to direct registration of transfer of
any share, shal not be deemed to be included within the substantial
powers of management.

[Sub-section (54) of Section 2 of the Companies Act, 2013]

• “Member” , in relation to a company, means –

(i) the subscriber to the memorandum of the company who shal be
deemed to have agreed to become member of the company,
and on its registration, shal be entered as member in its register
of members;

(i ) every other person who agrees in writing to become a member

GUIDANCE NOTE ON GENERAL MEETINGS

175
of the company and whose name is entered in the register of
members of the company;

(i i) every person holding shares of the company and whose name is
entered as a beneficial owner in the records of a depository.

[Sub-section (55) of Section 2 of the Companies Act, 2013]

• “Memorandum” means the memorandum of association of a company
as originally framed or as altered from time to time in pursuance of
any previous company law or of this Act. [Sub-section (56) of Section 2
of the Companies Act, 2013]

• “Notification” means a notification published in the Official Gazette
and the expression “notify” shal be construed accordingly. [Sub-section

(58) of Section 2 of the Companies Act, 2013]

• “One Person Company” means a company which has only one person
as a member. [Sub-section (62) of Section 2 of the Companies Act,

2013].

• “Ordinary Resolution” means a Resolution when, at a General Meeting
of which the Notice required under the Act has been duly given, the
votes cast (whether on a show of hands or on a pol or on e-voting) in
favour of the Resolution (including the casting vote, if any, of the

Chairman) exceed the votes, if any, cast against the Resolution by

Members entitled to vote thereon either in person or, where proxies
are allowed, by Proxy. [In line with Section 114 of the Act]

• “Registrar” or “Registrar of Companies” means a Registrar, an

Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant

Registrar, having the duty of registering companies and discharging
various functions under this Act. [Sub-section (75) of Section 2 of the

Companies Act, 2013]

• “Related party” , with reference to a company, means –

(i) a director or his relative;

(i ) a key managerial personnel or his relative;

(i i) a firm, in which a director, manager or his relative is a partner;

(iv) a private company in which a director or manager [or his relative]

is a member or director;

(v) a public company in which a director or manager is a director

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GUIDANCE NOTE ON GENERAL MEETINGS

[and] holds along with his relatives, more than two per cent. of
its paid-up share capital;

(vi) any body corporate whose board of directors, managing director
or manager is accustomed to act in accordance with the advice,
directions or instructions of a director or manager;

(vi ) any person on whose advice, directions or instructions a director
or manager is accustomed to act:

Provided that nothing in sub-clauses (vi) and (vi ) shal apply to
the advice, directions or instructions given in a professional
capacity;

(vi i) Any company which is –

(A) a holding, subsidiary or an associate company of such
company; or

(B) a subsidiary of a holding company to which it is also a
subsidiary;

(ix) such other person as may be prescribed. [Sub-section (76) of

Section 2 of the Companies Act, 2013 and Rule 3 of Companies

(Specification of definitions details) Rules, 2014]

• ‘ Relative’ , with reference to any person, means anyone who is related
to another, if –

(i) they are members of a Hindu Undivided Family;

(i ) they are husband and wife; or

(i i) one person is related to the other in such manner as may be
prescribed. [Sub-section (77) of Section 2 of the Companies Act,

2013]

A person shall be deemed to be the relative of another, if he or she is
related to another in the fol owing manner, namely:-

(1) Father:

Provided that the term “Father” includes step-father.

(2) Mother:

Provided that the term “Mother” includes the step-mother.

GUIDANCE NOTE ON GENERAL MEETINGS

177

(3) Son:

Provided that the term “Son” includes the step-son.

(4) Son’s wife.

(5) Daughter.

(6) Daughter’s husband.

(7) Brother:

Provided that the term “Brother” includes the step-brother;

(8) Sister:

Provided that the term “Sister” includes the step-sister.

[Rule 4 of Companies (Specification of definitions details) Rules, 2014]

• “Remuneration” means any money or its equivalent given or passed
to any person for services rendered by him and includes perquisites as
defined under the Income-tax Act, 1961. [Sub-section (78) of Section 2
of the Companies Act, 2013]

• “Schedule” means a Schedule annexed to this Act. [Sub-section (79) of

Section 2 of the Companies Act, 2013]

• “Section” means section of the Companies Act, 2013.

• “Securities” include –

(i) shares, scrips, stocks, bonds, debentures, debenture stock or other
marketable securities of a like nature in or of any incorporated
company or other body corporate;(ia) derivative;(ib) units or any
other instrument issued by any col ective investment scheme to
the investors in such schemes;

(ic) security receipt as defined in clause (zg) of section 2 of the

Securitisation and Reconstruction of Financial Assets and

Enforcement of Security Interest Act, 2002;

(id) units or any other such instrument issued to the investors under
any mutual fund scheme;

(i ) Government securities;

(i a) such other instruments as may be declared by the Central

Government to be securities; and

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GUIDANCE NOTE ON GENERAL MEETINGS

(i i) rights or interest in securities.

[Clause (h) of Section 2 of the Securities Contracts (Regulation) Act,

1956]

• “Share” means a share in the share capital of a company and includes
stock [Sub-section (84) of Section 2 of the Companies Act, 2013]

• “Special Resolution” means a Resolution in respect of which (a) the
intention to propose the Resolution as a Special Resolution has been
duly specified in the Notice cal ing the Meeting or other intimation of
the Resolution has been given to the Members; (b) the Notice of the

Meeting required under the Act has been duly given; and (c) the votes
cast in favour of the Resolution (whether on a show of hands or on a
pol or on e-voting) are not less than three times the number of the
votes, if any, cast against the Resolution by Members entitled to vote
thereon either in person or, where proxies are al owed, by Proxy. [In
line with Section 114 of the Act]

• “Total Share Capital” , for the purposes of clause (6) and clause (87) of
section 2, means the aggregate of the -

(a) paid-up equity share capital; and

(b) convertible preference share capital.

[Rule 2(1)(r) of Companies (Specification of Definitions Details) Rules,

2014]

• “Total Voting Power” , in relation to any matter, means the total number
of votes which may be cast in regard to that matter on a pol at a

Meeting of a company if al the members thereof or their proxies having
a right to vote on that matter are present at the Meeting and cast their
votes; [Sub-section (89) of Section 2 of the Companies Act, 2013]

• “Tribunal” means the National Company Law Tribunal constituted under

Section 408. [Sub-section (90) of Section 2 of the Companies Act, 2013]

• “Voting Right” means the right of a member of a company to vote in
any Meeting of the company or by means of postal bal ot. [Sub-section

(93) of Section 2 of the Companies Act, 2013]

• “Whole-time Director” includes a director in the whole-time
employment of the company. [Sub-section (94) of Section 2 of the

Companies Act, 2013]

Document Outline

- Starting Pages.pmd.pdf

- Guidance Note on General Meeting.pmd.pdf