Secretarial Standard 2

The Annual General Meeting which is held every year for the members of the company discloses the functioning of the company all over the previous Financial Year in detail in quantitative and qualitative aspects. It transacts items of ordinary business as well as special business specifically required to transact at an AGM. The AGM ensures the interest of shareholders is protected. It provides the opportunity for the shareholders to review the functioning of the company during the previous year.

• Section 110(18) of the Companies Act 2013, mandated every Company to observe Secretarial Standards-2 concerning Board Meetings specified by ICSI

• Holding of AGM

1. It shall hold the First AGM within nine months from the closing of the first financial year
2. The subsequent AGM shall behold within six months of the closure of the relevant financial year
3. The top 100 Listed Entities shall hold an AGM within five months of the closure of the relevant financial year
4. The time lag between two successive AGMs shall not exceed 15 months
5. AGM should be held once in each calendar year
6. Extension for first AGM is not granted, however, ROC may extend the period for not exceeding 3 months for subsequent AGM for a special reason

• Date, Time, and Place of AGM

1. It should be calling on a day that is not a National Holiday
2. It shall be called during business hours i.e. between 9 a.m. to 6 p.m.
3. However AGM convened during business hours may continue even after business hours
4. It shall be held either at the Registered office of the company or at some other place within the city, town, or village in which the Registered office of the company is situated 

• Notice

1. The AGM of a company can be called by giving not less than 21 days' clear notice either in writing or through electronic mode
2. to reckon twenty-one days clear Notice, the day of sending the Notice and the day of Meeting shall not be counted.
3. In case the company sends the Notice by post or courier, an additional two days shall be provided for the service of the Notice
4. In the case of section 8 companies 14 days' clear notice is required
5. Notice in writing of every Meeting shall be given to every Member of the company. Such Notice shall 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
6. In case of companies having a website, the Notice shall be hosted on the website.
7. Notice shall specify the nature of the Meeting and the business to be transacted thereat
8. 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
9. In respect of items of Ordinary Business, Resolutions are not required to be stated in the Notice except where the Auditors or Directors to be appointed are other than the retiring Auditors or Directors, as the case may be
10. Notice and accompanying documents may be given at a shorter time if consent in writing is given thereto, by physical or electronic means, by not less than ninety-five percent of the Members entitled to vote at such Meeting
11. Notice shall be accompanied, by an attendance slip and a Proxy form with clear instructions for filling, stamping, signing, and/or depositing the Proxy form

• Quorum 

1. In the case of Public company: -

2. In the case of a Private Company, 2 members personally present shall be the quorum for the meeting

• Proxies shall be excluded for determining the Quorum

1. 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

• Adjourned Meetings

1. 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
2. If a Meeting is adjourned for want of a Quorum to the same day of 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 three days. Notice should be sent 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 English language, both having a wide circulation in that district
3. 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 will constitute the Quorum
4. If a Meeting is adjourned for thirty days or more, a Notice of the adjourned Meeting shall be given under the provisions contained hereinabove relating to Notice
5. If a Meeting is adjourned for 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 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

• Chairman

1. The Chairman of the Board shall take the chair and conduct the Meeting
2. 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 Partner in LLP , the Directors present at the Meeting shall elect one of themselves to be the Chairman of the Meeting
3. If no Director is present within fifteen minutes after the time appointed for holding the Meeting, or if no Director is willing to take the chair, the Members present shall elect, on a show of hands, one of themselves to be the Chairman of the Meeting
4. The Chairman shall explain the objective and implications of the Resolutions before they are put to vote at the Meeting
5. In the 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

• Auditors

1. The Auditors, unless exempted by the company, shall, either by themselves or through their authorized 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

• Secretarial Auditor

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

• Director

1. Directors who attend General meetings of the company and the Company Secretarial Standard 1 shall be seated with the Chairman
2. The Chairman of the Audit Committee, Nomination and Remuneration Committee, and the Stakeholders Relationship Committee, or any other member of any such committee authorized by the Chairman of the committee to attend on his behalf, shall attend the General Meeting
3. If any Director is unable to attend the meeting, the Chairman shall explain such absence at the meeting

• Proxy

1. A person who is appointed by a member to attend and vote at a meeting in the absence of the member at the meeting is termed a proxy
2. A member is who entitled to attend and vote at a meeting shall be entitled to appoint another person as a proxy to attend and vote at the meeting on his behalf
3. One or more proxies, to attend and vote instead of himself and a Proxy need not be a member
4. A Proxy shall be a member in case of companies with charitable objects etc. and not-for-profit registered
5. 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
6. 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 shall not act as a Proxy for another person or shareholder
7. If a Proxy is appointed for more than fifty Members, he shall choose any fifty members and confirm the same to the company before the commencement of the specified period for inspection
8. The Proxy-holder shall prove his identity at the time of attending the meeting
9. An authorized representative of a body corporate the President of India or the Governor of a State, holding shares in a company, may appoint a Proxy under his Digital Signature in e-commerce.

• Voting Rights

1. The articles may provide that a member shall not exercise any voting right until and unless any calls or sums presently payable by him are not paid
2. Every company shall, 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 poll is validly demanded
3. A Proxy cannot vote on a show of hands

• E-Voting

1. Every company having its equity shares listed on a recognized stock exchange other than companies whose equity shares are listed on an SME Exchange or the Institutional Trading Platform and other companies as prescribed shall provide an e-voting facility to their members to exercise their Voting Rights
2. Every company, that has provided an e-voting facility to its members, shall also put every Resolution to vote through a ballot process at the meeting

• Minutes

1. Minutes shall be recorded in books maintained for that purpose
2. Minutes help in understanding the decisions taken at the meeting
3. A distinct Minutes Book shall be maintained for meetings of the members of the company, creditors, and others
4. Resolutions passed by postal ballot shall be recorded in the Minutes book of General meetings
5. A company may maintain its Minutes in physical or electronic form with a Timestamp
6. Minutes shall contain a fair and correct summary of the proceedings of the meeting
7. Minutes shall be entered in the Minutes Book within thirty days from the date of the conclusion of the meeting

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