APPLICABILITY: all types of General Meetings.
CONVENING A MEETING
• Authority to call general meeting: Board of Directors. If they fail, any Member of the company may approach the prescribed authority, which may then direct the calling of the Annual General Meeting of the company.
• Authority to call Extra-ordinary general meeting: Board of Directors whenever deems fit or on the requisition of Members call an Extra-ordinary General Meeting of the company.
• Notice: Notice in writing of every Meeting shall be given to every Member of the company, Directors, Auditors, Secretarial Auditor, Debenture Trustees, or to other specified persons. Display notice on company’s website.
• Notice shall be sent by hand /ordinary post/ speed post/registered post/courier/ facsimile/e-mail or other electronic means. (use a system which produces confirmation of 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 resending shall be retained by or on behalf of the company as ‘‘proof of sending’’.)
• If a Member requests for delivery of Notice through a particular mode & he paid fees for that notice shall be sent to him in such mode.
• Notice shall specify the day, date, time and full address (including route map and prominent land mark) of the venue of the Meeting.
• Meetings hours: 9 a.m. to 6 p.m., not a National Holiday. Meeting called by the requisitionists: only on a working day.
• AGM & Meeting called by requisitionists shall be held either at registered office or other place within the city/town/village in which the registered office is situated. Other General Meetings may be held at any place within India.
• Notice may contain a statement that a Member entitled to appoint a Proxy. Further it specify the nature of the Meeting, business to be transacted thereat, resolution for each special item along with explanatory statement, resolutions are not required for Ordinary business except where the Auditors or Directors to be appointed are other than the retiring Auditors or Directors, as the case may be.
• Disclose interest of any director, KMP, relatives of such in explanatory statement. If any item of Special Business to be transacted at a Meeting relates to/affects any other company, the extent of shareholding interest in that other company of every Promoter, Director, Manager, KMP of the first mentioned company shall, if the extent of such shareholding is not less than 2% of paid-up share capital of that company, also be stated in the explanatory statement.
• If reference is made to any document, the MOA or AOA, explanatory statement shall state that such documents are available for inspection during specified business hours at the Registered Office and copies thereof shall also be made available for inspection.
• Explanatory statement shall contain appointment/ re-appointment/ fixation remuneration of Directors/ M.D./Executive Director/WTD/Manager; variation of the terms of remuneration; details of each such Director or Manager, including age, qualifications, experience; terms and conditions of appointment/ re-appointment, details of remuneration, remuneration last drawn, date of first appointment on the Board, shareholding in the company, relationship with other Directors, manager, KMP; the number of Board Meetings attended during the year and other Directorships, Membership/ Chairmanship of Committees of other Boards; justification for choosing the appointees for appointment as Independent Directors; in case of re-appointment of Independent Directors, performance evaluation report of such Director or summary thereof.
• Notice & accompanying documents (including subsequent amended notice) shall be given at least 21 clear days in advance of the Meeting. In case a valid special received from Member(s), give Notice of the Resolution to all Members at least 7 clear days before the Meeting, if not possible published in newspaper.
• Notice at shorter period if consent in writing is given by not less than 95% of the Members.
• No business shall be transacted at a Meeting if Notice in accordance with this Standard has not been given. However, any accidental omission shall not invalidate the proceedings of the Meeting. No items of business other than those specified in the Notice and those specifically permitted under the Act shall be taken up at the Meeting.
• Notice shall be accompanied by attendance slip, Proxy form with clear instructions.
• A Meeting convened upon due Notice shall not be postponed or cancelled. If, for reasons beyond the control, the Board may reconvene the Meeting to transact the same business as specified in the original Notice, by giving not less than 3 days intimation to the Members.
FREQUENCY OF MEETINGS
• One in each calendar year, within 6 months of the close of the financial year, with an interval of not more than 15 months between two successive AGMs. The aforesaid period may be extended by a period not exceeding 3 months with the prior approval of the ROC.
• For public company— 5 Members personally present if the number of Members as on the date of Meeting is not more than 1000; 15 if more than 1000 but up to 5000; 30 if exceeds 5000.
• Quorum shall be present throughout the meeting. Proxies shall be excluded for determining the Quorum.
• A representative of body corporate or the President of India or Governor of a State is deemed to be a Member personally present & enjoys all rights of a Member present in person.
PRESENCE OF DIRECTORS AND AUDITORS
• Directors: If any Director is unable to attend the Meeting, Chairman shall explain such absence at the Meeting. Chairman of the Audit Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee, or any other Member of any such Committee authorized by the Chairman of the Committee to attend on his behalf, shall attend the General Meeting.
• Auditors: Auditors including Secretarial Auditor, (unless exempted by the company) or his representative shall attend shall have the right to be heard at such Meetings.
• If Chairman is not present within 15 minutes after the time appointed for holding the Meeting, or if he is unwilling to act as Chairman, or if no Director has been so designated, the Directors present shall elect one of themselves to be the Chairman. If no Director is present within 15 Minutes, or is not willing to take the chair, Members present shall elect on a show of hands one of themselves to be the Chairman, unless otherwise provided in the Articles.
• Chairman shall explain the objective and implications of the Resolutions before they are put to vote at the Meeting. If Chairman is interested in any item of business, he shall entrust the conduct of the proceedings in respect of such item to any non-Interested Director/ Member, with the consent of the Members present, and resume the Chair after that item of business has been transacted.
• Member entitled to attend & vote is entitled to appoint a Proxy. Proxy Instrument is valid only if it is properly stamped. Proxy form which does not state the name of Proxy, Undated Proxy shall be invalid. Proxy-holder shall prove his identity at the time of attending the Meeting.
• If a company receives multiple Proxies for the same holdings of a Member, last dated proxy shall be considered valid. Proxies shall be deposited not later than 48hrs before the commencement of the Meeting and a Proxy shall be accepted even on a holiday if the last date by which it could be accepted is a holiday.
• Member who has not appointed a Proxy, may appoint a Proxy for any adjourned Meeting, not later than 48 hours before the time of such adjourned Meeting, If the Articles so provide.
• Proxy is valid until written notice of revocation has been received before the commencement of the Meeting/ adjourned meeting. If Proxy is appointed for original meeting and such meeting is adjourned, any Proxy given for the adjourned Meeting revokes the Proxy given for the original Meeting.
• Time duration for Inspection of proxies - 24 hours before the commencement of the Meeting and till the conclusion of the meeting. (9 a.m. and 6 p.m.)
• Proxies received by the company shall be recorded chronologically in a register. In case any Proxy entered in the register is rejected, the reasons there for shall be entered.
• Resolutions shall be proposed by a Member and seconded by another Member.
• Listed company shall provide e-voting facility to their Members. (Facility of e-voting does not dispense with the requirement of holding a General Meeting by the company.) Every company, which has provided e-voting facility, shall also put every Resolution to vote through a ballot process at the Meeting. Proxy can vote in the ballot process.
• Company shall at the Meeting put every Resolution (except which has been put to e-voting) to vote on a show of hands at the first instance, unless a poll is validly demanded. (Proxy cannot vote on a show of hands)
• Chairman shall order a poll upon receipt of a valid demand for poll either before or on the declaration of the result of the voting on any Resolution on show of hands. Poll in such cases shall be through a Ballot process. While a Proxy cannot speak at the Meeting, he has the right to demand or join in the demand for a poll. The poll may be taken by the Chairman, on his own motion also.
• Every Member holding equity shares and, in certain cases as prescribed in the Act, every Member holding preference shares, shall be entitled to vote on a Resolution.
• 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.
• Chairman shall have a second or casting vote. ( Unless otherwise provided)
CONDUCT OF E-VOTING
• Company providing e-voting facility shall offer such facility to all Members, irrespective of (whether they hold shares in physical form or in dematerialized form.) The facility for Remote e-voting shall remain open for not less than 3 days; voting period shall close at 5 p.m. on the day preceding the date of the General Meeting.
• Board Approval - The Board shall- appoint one or more scrutinizers for e-voting or ballot process, the scrutinizer may be a C.S./C.A/C.W.A in Practice, or an Advocate or any other person not in the employment of the company; appoint an Agency; decide the cut-off date for the purpose of identifying members who are entitled to voting rights; authorize Chairman to receive the scrutinizer’s register, report on e-voting and other related papers with requisite details.
• Notice shall contain information regarding procedure of e-voting. Notice of the Meeting, wherein the facility of e-voting is provided, shall be sent either by registered post/ speed post/ courier/ e-mail or by any other electronic means.
• An advertisement containing prescribed details shall be published, after dispatch of notices for meeting but at least 21 days before the date of the General Meeting in newspaper. Advertisement shall also be displayed on the website till the date of General Meeting.
• On the receipt of scrutinizer’s report Chairman/ Director shall countersign the scrutinizer’s report and declare the result of the voting forthwith with all details.
• Result shall be displayed on the Notice Board of the company at its Registered Office or Head
• Office/ Corporate Office & on the website of the company.
• Resolution passed by a requisite majority shall be deemed to have been passed on the date of the relevant General Meeting
• Scrutinizers’ register, report and other related papers shall be kept in the custody of the Company Secretary.
CONDUCT OF POLL
• When a poll is demanded on any Resolution, chairman will verify and 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 poll.
• Poll which is not taken immediately Chairman shall announce the date, venue & time of taking the poll (or within 24 hours of closure of the Meeting.). Chairman may permit any Member who desires to be present at the time of counting of votes.
• Each Resolution put to vote by poll shall be put to vote separately. One ballot paper may be used for more than one item.
• Chairman shall appoint scrutinizers, who may include a C.S./C.A/C.W.A in Practice, or an Advocate or any other person not in the employment of the company. At least one of the scrutinizers shall be a Member who is present at the Meeting, provided such a Member is available and willing to be appointed.
• Based on the scrutinizer’s report, Chairman Shall countersign & declare the result (with details) of the poll within 2 days of the submission of report by the scrutinizer.
• Result of the poll shall deem to be the decision of the Meeting on the Resolution on which the poll was taken.
PROHIBITION ON WITHDRAWAL OF RESOLUTIONS
• Resolutions for items of business which are likely to affect the market price of the securities & resolution proposed for consideration through e-voting shall not be withdrawn.
RESCINDING OF RESOLUTIONS
• A resolution passed at a meeting shall not be rescinded otherwise than by a resolution passed at a subsequent Meeting.
MODIFICATIONS TO RESOLUTIONS
• Modification of resolution which does not change the purpose of the Resolution materially can be carried out by majority at the meeting and then the modified resolution shall be proposed, seconded and put to vote. Modification shall not be made if it in alters the substance of the Resolution as set out in the Notice. No modification shall be made to any resolution which has already been put to vote by Remote e-voting before the Meeting.
READING OF REPORTS
• Qualifications, observations , remarks on the financial transactions or matters which have any adverse effect on the functioning of the company mentioned in the Auditor’s Report & Secretarial Audit shall be readout at the AGM and attention of Members present shall be drawn to the explanations / comments given by the Board of Directors in their report.
DISTRIBUTION OF GIFTS
• No gifts, gift coupons, or cash in lieu of gifts shall be distributed to Members at or in connection with the Meeting.
ADJOURNMENT OF MEETINGS
• Duly convened Meeting shall not be adjourned unless circumstances so warrant. Chairman may adjourn a meeting with the consent of the Members, at which a Quorum is present, and if so directed by the Members.
• Meetings shall stand adjourned for want of requisite Quorum.
• Chairman may adjourn a Meeting in the event when it becomes impossible to conduct the Meeting and complete its business.
• If Meeting is adjourned sine-die or for a period of 30 days or more, Notice of the adjourned Meeting shall be given. If Meeting is adjourned for a period of less than 30 days, company shall give not less than 3 days Notice specifying the day, date, time and venue of the Meeting, either individually or in newspaper.
• If Meeting, other than a requisitioned Meeting, stands adjourned for want of Quorum, the adjourned Meeting shall be held on the same day, in the next week at the same time and place or on such other day, not being a National Holiday, 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 shall give not less than 3 days.
• If at an adjourned Meeting, Quorum is not present within half an hour from the time appointed, the Members present, being not less than 2, will constitute the Quorum.
• If, within half an hour from the time appointed for holding a Meeting called by requisitionists, a Quorum is not present, the Meeting shall stand cancelled.
• At an adjourned Meeting, only the unfinished business of the original Meeting shall be considered.
PASSING OF RESOLUTIONS BY POSTAL BALLOT
• Listed company shall provide facility to its Members in respect of those items, which are required to be transacted through postal ballot.
• The Board shall: identify the businesses to be transacted; approve the Notice incorporating proposed Resolutions and explanatory statement; authorize the Company Secretary to conduct postal ballot process and sign and send the Notice along with other documents; appoint one scrutinizer for the postal ballot; appoint an Agency in respect of e-voting for the postal ballot; decide the record date for reckoning Voting Rights and ascertaining those Members to whom the Notice and postal ballot forms shall be sent. Only Members as of the record date shall be entitled to vote on the proposed Resolution by postal ballot.
• Notice (accompanied by the postal ballot form with the necessary instructions)of the postal ballot shall be given in writing to every Member of the company, Directors, Auditors, Secretarial Auditor, Debenture Trustees, other specified recipients. Advertisement/notice containing prescribed details shall be published newspaper & website also.
• Notice shall- specify the day, date, time and venue where the results of the voting by postal ballot will be announced and the link of the website where such results will be displayed & also inform the Members about availability of e-voting facility, if any, and provide necessary information thereof to enable them to access such facility.
• Each item proposed to be passed through postal ballot shall be in the form of a Resolution and shall be accompanied by an explanatory statement.
• Postal ballot forms: shall be accompanied by a postage prepaid reply envelope addressed to the scrutinizer. A single postal ballot Form may provide for multiple items of business to be transacted.
• Postal ballot form shall be considered invalid if: form other than one issued by the company has been used; It has not been signed member; Signature doesn’t match; not possible to determine assent or dissent; Neither assent nor dissent is mentioned; competent authority given directions in writing to freeze the Voting Rights of the Member; postal ballot form received after the last date; postal ballot form, signed in a representative capacity, is not accompanied by a certified copy of the relevant specific authority; received from a Member who is in arrears; defaced or mutilated so that identity cannot be established; Member has made any amendment to the resolution or imposed any condition while exercising his vote.
• Based on the scrutinizer’s report, Chairman Shall countersign & declare the result (with details)
• 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 scrutinizer’s report shall be displayed 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.
• The postal ballot forms, other related papers, register and scrutinizer’s report shall be kept in the custody of the Company.
• Resolution passed by postal ballot shall not be rescinded otherwise than by a Resolution passed subsequently through postal ballot.
• No amendment or modification shall be made to any resolution circulated to the Members for passing by means of postal ballot.
• Minutes shall be recorded in books. Distinct minutes book shall be maintained for Meetings of the Members of the company, creditors and others as may be required under the Act.
• Resolutions passed by postal ballot shall be recorded in the Minutes book of General Meetings.
• Minutes may be maintained in physical or electronic form (with Timestamp). The pages of the Minutes Books shall be numbered. In the event any page or part thereof in the Minutes Book is left blank, it shall be scored out and initialed by the Chairman who signs the Minutes.
• Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner. Minutes, if maintained in loose-leaf form, shall be bound.
• Minutes Books shall be kept at the Registered Office or at such other approved place.
• Contents of the minutes will be general and specific.
• In respect of Resolutions passed by e-voting or postal ballot, a brief report including the Resolution proposed, the result of the voting hereon and the summary of the scrutinizer’s report shall be recorded in the Minutes Book and signed by the Chairman within 30 days from the date of passing of Resolution by e-voting or postal ballot.
• Minutes shall contain a fair and correct summary of the proceedings of the Meeting. It shall be written in clear, concise and plain language. Each item of business taken up at the Meeting shall be numbered.
• Minutes shall be entered in the Minutes Book within 30 days from the date of conclusion of the Meeting & date of entry of the Minutes in the Minutes Book shall be recorded by the Company Secretary.
• Minutes, once entered in the Minutes Book, shall not be altered.
• Minutes of a General Meeting shall be signed and dated by the Chairman of the Meeting within 30 days of the General Meeting. Chairman shall initial each page of the Minutes & sign and put date on the last page where he has signed the Minutes.
• Directors, Members, C.S. in Practice, Secretarial/ Statutory/ Cost Auditor/ Internal Auditor are entitled to inspect the Minutes, during business hours of the company, without charge, subject to reasonable restrictions.
• Extract of minutes shall be given only after the minutes have been duly signed (otherwise certified by the Chairman or any Director or the Company Secretary).
PRESERVATION OF MINUTES AND OTHER RECORDS
• Minutes of all Meetings shall be preserved permanently & shall be kept in the custody of the Company Secretary
• Office copies of Notices, scrutinizer’s report, and related papers shall be preserved for as long as they remain current or for 8 financial years, whichever is later and may be destroyed thereafter with the approval of the Board.
REPORT ON ANNUAL GENERAL MEETING
• Listed 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.
• The Annual Return of a company shall disclose the date of Annual General Meeting held during the financial year.
Tags :Corporate Law