Procedures under Companies Act, 2013

Holding an Extraordinary General Meeting By the board of Directors of the Company

In accordance with the provisions of sub- section (1) of section 100 of the Companies Act, 2013 the Board may, whenever it deems fit, call an extraordinary general meeting of the company.

Key Considerations:

  • Board may, whenever it deems fit, call an extraordinary general meeting of the company. [Section 100(1) and Clause 1.1 of Secretarial Standards on General Meeting]
  • Items of business other than Ordinary Business may be considered at an Extra-Ordinary General Meeting or by means of a postal ballot, if thought fit by the Board. [Clause 2.2 of Secretarial Standard on General Meetings]
  • In case of Extra Ordinary general meeting, all business shall be deemed to be special.
  • Quorum shall be present throughout the Meeting. Members need to be personally present at a Meeting to constitute the Quorum. Proxies shall be excluded for determining the Quorum. (Clause 3.1 of Secretarial Standard on General Meetings)

The following procedure is to be followed for holding an extraordinary general meeting of the company [Sections 100 to 109, 122 and Rule No. 18 to 21 of the Companies (Management and Administration) Rules, 2014] read with SS– 2 (Secretarial Standard on General Meetings) issued by ICSI:- 

  1. Convening of Board Meeting for calling Extra-ordinary General Meeting;
  1. Issue not less than 7 days’ notice and agenda of Board meeting, or a shorter notice in case of urgent business, in writing to every director of the company at his address registered with the company and call a Board Meeting to consider the need of holding of an extraordinary general meeting of the company. Follow the procedure prescribed for issuing notice of Board Meeting.                                                                       
  1. Hold a meeting of Board of Directors to transact the following business- 
  • To approve agenda for the proposed extraordinary general meeting of the company.
  • To delegate authority to any one director of the company to sign, certify and to do all such acts, deeds as may be necessary to give effect to the proposed Resolution, requiring shareholders’ approval.
  • To draft and approve the notice of general meeting along with explanatory statement annexed to the notice as per requirement of the Section 102 of the Companies Act, 2013.
  • To authorise Company Secretary or any other competent officer to issue notice of the meeting
  1. Prepare and circulate draft minutes within 15 days from the date of the conclusion of the Board Meeting, by hand/speed post/registered post/courier/e-mail to all the Directors for their comments. Also follow the procedure prescribed for preparing, circulation, signing and compiling of Board Minutes.(Secretarial Standards-1)

   Calling of Extra-Ordinary General Meeting:

  1. Notice of general meeting shall clearly specify the place, date, day and the hour of the meeting, the nature of the Meeting and the business to be transacted thereat. Notice shall contain complete particulars of the venue of the Meeting including route map and prominent land mark for easy location. Notice of Extra-Ordinary General Meeting shall also enclose request for consenting to shorter Notice and accompanying documents, if meeting is being called at shorter notice. In respect of items of Special Business, each such item shall be in the form of a Resolution and shall be accompanied by an explanatory statement which shall set out all 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. [Clause 1.2.4, Clause 1.2.5 and Clause 1.2.7 of Secretarial Standard on General Meetings]
  1. A statement setting out the following material facts concerning each item of special business to be transacted at an extra ordinary general meeting, shall be annexed to the notice calling such meeting, namely:—

(a) the nature of concern or interest, financial or otherwise, if any, in respect of each items of—

(i) every director and the manager, if any;

(ii) every other key managerial personnel; and

(iii) relatives of the persons mentioned in sub-clauses (i) and (ii);

(b) any other information and facts that may enable members to understand the meaning, scope and implications of the items of business and to take decision thereon.[Section 102(1) and Clause 1.2.5 of Secretarial Standard on General Meetings]

  1. Where 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, if any, and of every other key managerial personnel of the first mentioned company shall, if the extent of such shareholding is not less than two per cent of the paid-up share capital of that company, also be set out in the statement annexed to the notice.[Proviso to Section 102(2) and Clause 1.2.5 of Secretarial Standard on General Meetings
  1. Where reference is made to any document, contract, agreement, the Memorandum of Association or Articles of Association which is to be considered at the meeting, the relevant explanatory statement shall state that such documents are available for inspection and the time and place where such document can be inspected.[Section 102(3) and Clause 1.2.5 of Secretarial Standard on General Meetings]
  1. Ensure that such notice is accompanied by an attendance slip and a proxy form i.e. Form No. MGT.11 with clear instructions for filling, stamping, signing and depositing the proxy form and notice of meeting must contain a statement that member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself, and that a proxy need not be a member.. [Section 105(2) and Clause 1.2.10 of  Secretarial Standard on General Meetings] [Refer Procedure for appointment of a proxy to attend and vote in General Meeting]
  1. Send notice of the extraordinary general meeting to:
  1. all the members, legal representative of any deceased member or the assignee of an insolvent member,
  2. auditors,
  3. directors,
  4. secretarial auditor,
  5. debenture trustee, if any and
  6. other persons entitled to receive it,

by giving not less than clear 21 days notice or shorter notice, if consent for shorter notice is given in writing by at least 95% of members entitled to vote at such meeting, either   in writing or through electronic mode in accordance with the Section 101 of the Act. 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. Further in case the company sends the Notice by post or courier, an additional two days shall be provided for the service of Notice. (Section 101 and Clause 1.2.6 and Clause 1.2.7 of Secretarial Standard on General Meetings)

  1. Send to all members, at least seven days before the Meeting, exclusive of the day of dispatch of Notice and day of the Meeting, the Special Notice of the Resolution, if any under the Act received from Member(s), in the same manner as a Notice of any General Meeting is to be given. Where this is not practicable, publish the Notice in two newspapers- 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. Host the notice on the website, if any and on the website as may be notified by the Central Government. Route map of the venue shall also be hosted along with the Notice on the website. [Rule 18 (3)(ix) of the Companies (Management and Administration) Rules, 2014 and Clause 2.6 of Secretarial Standard on General Meetings]
  1. Notice shall 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. [Clause 1.2.2 of Secretarial Standard on General Meetings]
  1. If notice is sent through electronic mode or in the form of e-mail, the subject line in e-mail shall state the name of the company, notice of the type of meeting and the date on which meeting is scheduled. [Rule 18 (3)(ii) of the Companies (Management and Administration) Rules, 2014]

       Convening of General Meeting:

  1. Hold the meeting on the fixed day and get attendance slips of members/proxies.
  1. Ascertain the following quorum (Unless the Articles of the company provide for a larger number) is personally present [Section 103(1) and Clause 3.1 of Secretarial Standard on General Meetings]:-

Type of Company

Total Number of members of the Company as on the date of meeting

Required number of members present in the meeting

Public

Company

Not more than 1000

 5 members

More than 1000 but upto 5000

15 members

More than 5000

30 members

Private Company

No specific criteria

2 members

 

  1. If the quorum is present, proceed the meeting. If the quorum is not present within half-an-hour from the time appointed for holding a meeting of the company then the meeting shall stand adjourned to the same day in the next week at the same time and place, or on such other day, not being a National Holiday, or to such other date and such other time and place as the Board may determine. (Clause 15.4 of Secretarial Standard on General Meeting )
  1. If a Meeting is adjourned sine-die or for a period of thirty days or more, a Notice of the adjourned Meeting shall be given in accordance with the provisions contained hereinabove relating to Notice. If a Meeting is adjourned for a period of less than thirty days, the company shall give not less than three days notice specifying the day, date, time and venue of the Meeting to the members either individually or by publishing an advertisement in the newspapers (one in English and one in vernacular language) which is in circulation at the place where the registered office of the company is situated.[Section 103(2) and Clause 15.2 and Clause 15.3 of Secretarial Standard on General Meeting )]
  1. If at the adjourned meeting also, a quorum is not present within half-an hour from the time appointed for holding meeting, the members present being not less than two shall be the quorum.[Section 103(3) and Clause 15 of Secretarial Standard on General Meeting )]
  1. On the aforesaid quorum being present, transact the business as specified in the notice and ensure that the said quorum is present throughout the meeting.[Clause 3.1 of Secretarial Standard on General Meetings]
  1. The Chairman of the Board shall 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 unwilling to act as Chairman of the Meeting, or if no Director has been so designated, the Directors present at the Meeting shall 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 willing to take the chair, unless the Articles of the company otherwise provide, the members personally present at the meeting shall elect one of themselves to be the Chairman thereof on a show of hands. [Section 104(1) and Clause 5.1 of Secretarial Standard on General Meetings]
  1. If a poll is demanded on election of chairman, it shall be taken forthwith in accordance with the Act and person elected as chairman on 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 poll, and such other person shall be the Chairman for the rest of the meeting. [Section 104(2) and Clause 5.1 of Secretarial Standard on General Meetings]
  1. 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. (Clause 5.1 of Secretarial Standard on General Meetings)

Presence at General Meeting

  1. Directors who attend General Meetings of the company and the Company Secretary shall be seated with the Chairman. The Company Secretary shall assist the Chairman in conducting the Meeting. (Clause 4.1.2 of Secretarial Standard on General Meetings)
  1. If any Director is unable to attend the Meeting, the Chairman shall explain such absence at the Meeting. (Clause 4.1.1 of Secretarial Standard on General Meetings)
  1. 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 Committee to attend on his behalf, shall attend the General Meeting. (Clause 4.1.1 of Secretarial Standard on General Meetings)
  1. The Auditors, unless exempted by the company, shall, either by themselves or through their authorised representative, attend the General Meetings of the company and shall have the right to be heard at such Meetings on that part of the business which concerns them as Auditors. The authorised representative who attends the General Meeting of the company shall also be qualified to be an Auditor. (Clause 4.2 of Secretarial Standard on General Meetings)
  1. The Chairman may invite the Secretarial Auditor or his authorized representative to attend any General Meeting. The Secretarial Auditor, either by himself or through his authorized representative shall attend the General Meeting of the company. The authorised representative who attends the General Meeting of the company shall also be qualified to be a Secretarial Auditor. (Clause 4.3 of Secretarial Standard on General Meetings)
  1. The Chairman shall 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. (Clause 5.1 of Secretarial Standard on General Meetings)
  1. Supply to the chairman any information, clarification, papers, registers etc. that may be require by him for conducting the meeting.
  1. Every Resolution shall be proposed by a Member and seconded by another Member. (Clause 7.1 of Secretarial Standard on General Meetings)
  1. The Chairman shall explain the objective and implications of the Resolutions before they are put to vote at the Meeting. (Clause 5.2 of Secretarial Standard on General Meetings)
  1. 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. (Clause 5.2 of Secretarial Standard on General Meetings)
  1. In case of public companies, the Chairman shall not propose any Resolution in which he is deemed to be concerned or interested nor shall he conduct the proceedings for that item of business, he shall 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 Members present, and resume the Chair after that item of business has been transacted. (Clause 5.3 of Secretarial Standard on General Meetings)
  2. At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded under section 109 or the voting is carried out electronically, be decided on a show of hands. A Proxy cannot vote on a show of hands. [Section 107(1) and Clause 7.3 of Secretarial Standard on General Meeting].
  3. The chairperson has power to order a poll, before or on declaration of result of the voting on any resolution on show of hands, on his own motion or on a demand made in that behalf. In case of companies having share capital, the members present in person or their proxies having not less than one – tenth of voting power or members holding not less than five lakh rupees may demand a poll before or on declaration of result. In case of companies not having a share capital, the members present in person or by proxy having not less than one – tenth of the total voting power may demand poll before or on declaration of result.[Section 109(1) and Clause 7.4 of Secretarial Standard on General Meeting] .[Refer procedure of voting by Poll]
  4. 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. (Clause 7.4 of Secretarial Standard on General Meeting)
  5. 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. (Clause 7.5 of Secretarial Standard on General Meeting)
  6. 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 shall, on a poll or ballot, 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. (Clause 7.5.1 of Secretarial Standard on General Meeting
  7. 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. (Clause 7.5.1 of Secretarial Standard on General Meeting )
  8. Unless otherwise provided in the Articles, in the event of equality of votes, whether on show of hands or electronically or on a poll, the Chairman of the Meeting shall have a second or casting vote. (Clause 7.6 of Secretarial Standard on General Meeting)
  9. Every company that is required or opts to provide e-voting facility to its Members shall comply with the provisions in this regard. (Clause 8.1 of Secretarial Standard on General Meeting )
  10. Take note of the proceedings of meeting for the purpose of preparing minutes thereof.
  11. . Contents of Minutes shall be:A.General Contents

           (a)Minutes shall state, at the beginning the Meeting, name of the company, day, date,                   venue and time of commencement and conclusion of the Meeting.

           (b) Minutes shall record the names of the Directors and the Company Secretary                             present at the Meeting.

           (c) The names of the Directors shall 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.

                                                   

B.Specific Contents

 Minutes shall, inter alia, contain:

(a) The Record of election, if any, of the Chairman of the Meeting.

(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.

(d) The number of Members present in person including 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 authorized representatives, the Court/Tribunal appointed observers or scrutinisers.

(h) Summary of the opening remarks of the Chairman.

(i) Summary of the clarifications provided on various Agenda Items.

(j) 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.

(k) In the case of poll, the names of scrutinisers appointed and the number of votes cast in favour and against the Resolution and invalid votes.

(l) 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.

(m) The time of commencement and conclusion of the Meeting. (Clause 17.2 of   Secretarial Standard on General Meeting )

 44.Enter Minutes of proceedings of General Meeting in the Minutes Book within thirty days from the conclusion of the Meetings. [Section 118 and Clause 17.4.1 of Secretarial Standard on General Meeting].

45.The date of entry of the Minutes in the Minutes Book shall 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. (Clause 17.4.2 of Secretarial Standard on General Meeting )

46.Chairman shall 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. Minutes shall be signed and dated 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 who was present in the Meeting and duly authorized by the Board for the purpose. If the Minutes are maintained in electronic form, the Chairman shall sign the Minutes digitally. [Rule 25 of the Companies (Management and Administration) Rules, 2014] (Clause 17.5 of Secretarial Standard on General Meeting )

48.Any blank space in a page between the conclusion of the Minutes and signature of the Chairman shall be scored out. (Clause 17.5 of Secretarial Standard on General Meeting )

49.If any special resolution passed in the general meeting, file a certified copy of special resolution along with a copy of notice including explanatory statement with the Registrar in E-Form No. MGT.14 under Section 117 of the Act along with fee as provided in the Companies (Registration offices and fees) Rules, 2014 within 30 days of passing Special Resolution in general meeting.

 

Notes:

  1. The provisions of calling of an extra ordinary general meeting [Sections 98 and sections 100 to 111] shall not apply to a One Person Company.
  1. Any resolutions required to be transacted at general meeting of One Person Company shall be sufficient if resolution is communicated by member to the Company and entered in minute books required to be maintained under section 118 and signed and dated by the member and such date shall be deemed to be the date of the meeting for all the purposes under this Act.

        With respect to Notice of EGM:

  1. 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 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. (Clause 1.2.1 of Secretarial Standard on General Meeting )
  1. Where the company has received intimation of death of a Member, the Notice of Meeting shall be sent as under:

(a) where securities are held singly, to the Nominee of the single holder;

(b) where securities are held by more than one person jointly and any joint holder dies, to the surviving first joint holder;

(c) where securities are held by more than one person jointly and all the joint holders die, to the Nominee appointed by all the joint holders;

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

In case of insolvency of a Member, the Notice shall 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 shall be sent to the liquidator. (Clause 1.2.1 of Secretarial Standard on General Meeting )

  1. ‘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. 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 resending shall be retained by or on behalf of the company as ‘‘proof of sending’’. (Clause 1.2.2 of Secretarial Standard on General Meeting )
  1. 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 twentyone clear days before the Meeting. (Clause 1.2.9 of Secretarial Standard on General Meeting)
  1. Every listed Company or company having one thousand or more shareholders shall provide to its members facility to exercise their vote at general meetings by electronic means. In that case, notice of meeting shall clearly mention that the business may be transacted through electronic voting system and the company is providing facility for voting by electronic means. [Section 108 & Rule 20 of the Companies (Management and Administration) Rules, 2014][Refer procedure for E- Voting]

        With respect to explanatory statements:

  1. Where reference is made to any document, contract, agreement, the 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 well as Corporate Office of the company, if any, if such office is situated elsewhere, and also at the Meeting.
  1. In all 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, 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 shall be given in the explanatory statement. (Clause 1.2.5 of Secretarial Standard on General Meetings)
  1. 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. (Clause 1.2.5 of Secretarial Standard on General Meetings)

            Mode of sending notice:

  1. Notice shall be sent to Members by registered post or speed post or courier or e-mail and not by ordinary post in the following 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 one of those listed above, 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. (Clause 1.2.2 of Secretarial Standard on General Meeting )

        Adjournment:

  1. The Chairman may adjourn a Meeting with the consent of the Members, at which a Quorum is present, and shall adjourn a Meeting if so directed by the Members. (Clause 15.1 of Secretarial Standard on General Meeting )

            With respect to venue of EGM:

  1. General Meetings may be held at any place within India.   [Explanation to Rule 17(2) of Companies (Management and Administration)Rules, 2014 and Clause 1.2.4 of Secretarial Standard on General Meeting]
  1. A Meeting convened upon due Notice shall not be postponed or cancelled. If, for reasons beyond the control of the Board, a Meeting cannot be held on the date originally fixed, the Board may reconvene the Meeting, to transact the same business as specified in the original Notice, after giving not less than three days intimation to the Members. The intimation shall be either sent individually in the manner stated in this Standard or published in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and in an English newspaper in English language, both having a wide circulation in that district. (Clause 1.2.11 of Secretarial Standards on General Meeting)

         Convening of EGM:

  1. No business shall be transacted at a Meeting if Notice in accordance with this Standard has not been given. 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. (Clause 1.2.8 and Clause 1.2.9 of Secretarial Standards on General Meeting)
  1. 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 personally present and enjoys all the rights of a Member present in person. (Clause 3.2 of Secretarial Standard on General Meetings)
  1.  A Member who is not entitled to vote on any particular item of business being a related party, if present, shall be counted for the purpose of Quorum. (Clause 3.2 of Secretarial Standard on General Meetings)
  1. 1 At an adjourned Meeting, only the unfinished business of the original Meeting shall be considered. (Clause 15.6 of Secretarial Standard on General Meeting )
  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 companies having not less than one thousand Members shall provide e-voting facility to their Members to exercise their Voting Rights. (Clause 7.2.1 of Secretarial Standard on General Meetings)
  1. In respect of Resolutions passed by e-voting or postal ballot, a brief report on the e-voting or postal ballot conducted including the Resolution proposed, the result of the voting thereon and the summary of the scrutiniser’s report shall 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 ballot. (Clause 17.2.2.2 of Secretarial Standard on General Meeting )
  1. Minutes shall be written in clear, concise and plain language. Minutes shall be written in third person and past tense. Resolutions shall however be written in present tense. (Clause 17.3.2 of Secretarial Standard on General Meeting )
  1. 22.  Each item of business taken up at the Meeting shall be numbered. (Clause 17.3.3 of Secretarial Standard on General Meeting )
  1. Minutes, once entered in the Minutes Book, shall not be altered. (Clause 17.4.3 of Secretarial Standard on General Meeting )
  1. No gifts, gift coupons, or cash in lieu of gifts shall be distributed to Members at or in connection with the Meeting. (Clause 14 of Secretarial Standard on General Meeting)
  1. A Resolution passed at a Meeting shall not be rescinded otherwise than by a Resolution passed at a subsequent Meeting. (Clause 11 of Secretarial Standard on General Meeting )
  1. Modifications to any Resolution which do not change the purpose of the Resolution materially may be proposed, seconded and adopted by the requisite majority at the Meeting and, thereafter, the modified Resolution shall be duly proposed, seconded and put to vote. No modification shall be made to any Resolution which has already been put to vote by Remote e-voting before the Meeting. (Clause 12 of Secretarial Standard on General Meeting )

E-voting and Ballot Process:

  1. Resolutions for items of business which are likely to affect the market price of the securities of the company and any resolution proposed for consideration through e-voting shall not be withdrawn. (Clause 10 of Secretarial Standard on General Meeting)
  1. Every company providing e-voting facility shall offer such facility to all Members, irrespective of whether they hold shares in physical form or in dematerialised form. (Clause 8.2 of Secretarial Standard on General Meeting )
  1. The facility for Remote e-voting shall remain open for not less than three days. The voting period shall close at 5 p.m. on the day preceding the date of the General Meeting. (Rule 20(4)(vi) of Companies (Management and Administration) Rules, 2014 and Clause 8.3 of Secretarial Standard on General Meeting )
  1.  The Board shall:

(a)    appoint one or more scrutinisers for e-voting or the ballot 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 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 ballot process, as the case may be, in a fair and transparent manner.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.

(b)    appoint an Agency;

(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, shall be entitled to vote at the Meeting.

(d)     authorise the Chairman or in his absence, any other Director to receive the scrutiniser’s register, report on e-voting and other related papers with requisite details. (Rule 20(4)(ix) and Rule 20(4)(x) of Companies (Management and Administration) Rules, 2014 and Clause 8.4 of Secretarial Standard on General Meeting )

31.The scrutinizer shall, immediately after the conclusion of voting at the general 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: The Chairman or any other director so authorized shall countersign the scrutiniser’s report so received. (Rule 20(4)(xii) of Companies (Management and Administration) Rules, 2014 and Clause 8.4 of Secretarial Standard on General Meeting)

32.A public advertisement containing prescribed details shall be published, immediately on completion of dispatch 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 following 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 shall 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 shall not be allowed beyond the said date and time; (ii) 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 (iii) a Member as on the cut-off date shall only be entitled for availing the Remote e-voting facility or vote, as the case may be, in the General Meeting;

(g)    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 also be placed on the website of the company, in case of companies having a website and of the Agency.  (Rule 20(4)(v) of Companies (Management and Administration) Rules, 2014 and Clause 8.5.1 of Secretarial Standard on General Meeting )

33.Notice shall also 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 till the date of General Meeting. [Rule 20(4)(ii) of Companies (Management and Administration) Rules, 2014 and Clause 8.5.2 of Secretarial Standard on General Meeting]

34.Notice of the meeting wherein the facility of e-voting is provided shall be sent either by registered post or speed post or by courier or by e-mail or any other electronic means. Notice shall 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. [Clause 8.5.1 and Clause 8.5.3 of Secretarial Standard on General Meeting]

   35.the notice of the meeting shall clearly state-

(A)     that the company is providing facility for voting by electronic means and the business may be transacted through such voting;

(B)     that the facility for voting, either through electronic voting system or ballot or polling paper shall also be made available at the meeting and member attending the  meeting who have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting.

(C)     that the members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again;

36.the notice shall -

(A)    indicate the process and manner for voting by electronic means ;

(B)    indicate the time schedule including the time period during which the votes may be cast by remote e-voting;

(C)     provide the details about the login ID;

(D)     specify the process and manner for generating or receiving the password and for casting of vote in a secure manner.   Notice shall contain a statement that at the end of Remote e-voting period, the facility shall forthwith be blocked. [Rule 20(4) (iv) of Companies (Management and Administration) Rules, 2014 and Clause 8.5.3 of Secretarial Standard on General Meeting])

 37.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 evoting. (Clause 8.5.3 of Secretarial Standard on General Meeting )

38.Notice shall also clearly mention the cut-off date as on which the right of voting of the Members shall be reckoned and state that a person who is not a Member as on the cutoff date should treat this Notice for information purposes only. (Clause 8.5.3 of Secretarial Standard on General Meeting )

 39.Declaration of results: Based on the scrutiniser’s report received on Remote e-voting and voting at the Meeting, the Chairman or any other Director so authorised shall countersign the scrutiniser’s report 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. (Clause 8.6.1 of Secretarial Standard on General Meeting)

40.For the purpose of ensuring that members who have cast their votes through remote e-voting do not vote again at the general meeting, the scrutinisers shall have access, after the closure of period for remote e-voting and before the start of general meeting, to details relating to members, such as their names, folios, number of shares held and such other information that the scrutinisers may require, who have cast votes through remote e-voting but not the manner in which they have cast their votes. [Rule 20(4)(xiii) of Companies (Management and Administration)Rules, 2014]

 41.The scrutiniser shall maintain a register either manually or electronically to record the assent or dissent received, mentioning the particulars of name, address, folio number or client ID of the members, number of shares held by them, nominal value of such shares and whether the shares have differential voting rights. [Rule 20(4)(xiv) of Companies (Management and Administration)Rules, 2014]

42.The register and all other papers relating to voting by electronic means shall remain in the safe custody of the scrutinisers until the Chairman considers, approves and signs the minutes and thereafter, the scrutinisers shall hand over the register and other related papers to the company. [Rule 20(4)(xv) of Companies (Management and Administration)Rules, 2014]

 43.The results declared along with the report of the scrutiniser shall be placed on the website o fthe company, if any, and on the website of the agency immediately after the result is declared by the Chairman. [Rule 20(4)(xvi) of Companies (Management and Administration)Rules, 2014

44.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 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. Further, the results of voting alongwith the scrutiniser’s report shall 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. (Clause 8.6.2 of Secretarial Standard on General Meeting )

45.The Resolution, if passed by a requisite majority, shall be deemed to have been passed on the date of the relevant General Meeting. (Clause 8.6.3 of Secretarial Standard on General Meeting )

46.The scrutinisers’ register, report and other related papers received from the scrutiniser(s) shall be kept in the custody of the Company Secretary or any other person. (Clause 8.7 of Secretarial Standard on General Meeting )

          Voting on Poll and Conduct of Poll

47.When a poll is demanded on any Resolution, the Chairman shall get the validity of the demand verified and, if the demand is valid, shall 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. (Clause 9.1 of Secretarial Standard on General Meeting )

 

 

48.In the case of a poll, which is not taken forthwith, the Chairman shall announce the date, venue and time of taking the poll 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. If the date, venue and time of taking the poll 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. (Clause 9.2 of Secretarial Standard on General Meeting )

 49.A Member who did not attend the Meeting can participate and vote in the poll in such cases. (Clause 9.2 of Secretarial Standard on General Meeting )

 50.Each Resolution put to vote by poll shall be put to vote separately. One ballot paper may be used for more than one item. (Clause 9.3 of Secretarial Standard on General Meeting )

 51.The Chairman shall 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 poll is done in a fair and transparent manner. At least one of the scrutinisers shall be a Member who is present at the Meeting, provided such a Member is available and willing to be appointed. (Clause 9.4 of Secretarial Standard on General Meeting )

 52.Based on the scrutiniser’s report, the Chairman shall declare the result of the poll 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. (Clause 9.5.1 of Secretarial Standard on General Meeting )

 53. The scrutiniser shall submit his report to the Chairman who shall countersign the same. In case Chairman is not available, for such purpose, the report by the scrutiniser shall be submitted to any Director who is authorised by the Board to receive such report, who shall countersign the scrutiniser’s report on behalf of the Chairman. The result shall be announced by the Chairman or any other person authorised by the Chairman in writing for this purpose.

           The Chairman of the Meeting shall have the power to regulate the manner in which the poll shall be taken and shall ensure that the poll is scrutinized in the manner prescribed under the Act. (Clause 9.5.1 of Secretarial Standard on General Meeting )

 54.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 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 in case of companies having a website, shall also be placed on the website. (Clause 9.5.2 of Secretarial Standard on General Meeting )

 55.The result of the poll shall be deemed to be the decision of the Meeting on the Resolution on which the poll was taken. (Clause 9.5.3 of Secretarial Standard on General Meeting)

Procedure Authors

ACS Divya Jain
ACS Palak Jain
ACS Ankita Jain
ACS Sugandh Jain
ACS Mansi Kapor
ACS Bhawna Sharma


 Schedule Demo

Preffered Date for Demo