General Meetings

(i)Yes, place of the meeting shall be provided in the Notice. In case of virtual meetings deemed venue is to be given.

(ii)If the statutory registers are not kept in electronic form as soft copies, then the physical registers and documents need to be scanned and uploaded in the virtual data room for access by the members.

(iii)Recording of the General Meetings held through VC or OAVM is not mandatory as per law and only the recorded transcript has to be maintained. Therefore, a shareholder/director cannot ask for the recording of meeting conducted through VC or OAVM. Even if the company records the meeting it’s only for their internal purpose.

(iv)In case of VC meetings there is no question of proxy attendance. A shareholder can himself attend the meeting from wherever he is located. Same applies to the case with e-voting. In case of e-voting also there is no proxy to vote on behalf of the shareholder. The concept of proxy is relevant only in case of a physical meeting.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2024, Q. 5(a) (Syllabus 2017).

(a)According to Section 96 read with Secretarial Standard-2(SS-2), the Annual General Meeting

(AGM) of the listed company needs to be conducted at the village/town/city where the Registered Office of the company is located.

However, the Central Government may exempt any company from the provisions of section 96(2) subject to such conditions as it may impose.

Unless the company has obtained exemption from the Central Government, the action of the company of holding the AGM in Kolkata is not valid.

(b)As per Para 15.2 of SS-2, if a general meeting is adjourned sine-die or for a period of thirty days or more, a Notice of the adjourned meeting shall be given at least 21 clear days before the adjourned meeting to comply with provisions of Section 101 of the Companies Act, 2013 relating to Notice.

Since, the AGM has been adjourned for more than 2 months, three days’ Notice and posting of Notice on the website of the company is not valid. The company needs to send Notice of the adjourned meeting at least 21 clear days before the meeting by permitted mode of communication like, electronic means.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2024, Q. 5A(ii) (Syllabus 2017).

Holding of Annual General Meeting (Section 96 of the Companies Act, 2013)

1.Annual general meeting should be held once in each calendar year.

2.First annual general meeting of the company should be held within 9 months from the closing of the first financial year. Hence it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation.

3.Subsequent annual general meeting of the company should be held within 6 months from the date of closing of the relevant financial year.

4.The gap between two annual general meetings shall not exceed 15 months.

5.Every annual general meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday and 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 situate.

6.Annual General Meeting of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance.

Additional Compliance for listed Companies: - Additionally, for listed entities, Regulation 44(5) and 44(6) of SEBI (LODR) Regulations, 2015 provides that the top 100 listed entities by market capitalization. determined as on March 31st of every financial year shall hold their annual general meeting within a period of five months from the date of closing of the financial year. The top 100 listed entities shall provide one-way live webcast of the proceedings of the annual general meetings.

Explanation: The 100 entities shall be determined on the basis of market Capitalization, as at the end of the immediate previous financial year.

Exemption to OPC: As provided in sub-section (1) of section 96, one person company is not required to hold Annual General meeting

As per 1.1 of SS-2 provides that the Board shall, every year, convene or authorize convening of 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 prescribed authority which may then direct the calling of the Annual General Meeting of the company.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2024, Q. 6A(ii) (Syllabus 2022).

As per section 96 of the Companies Act, 2013, an Annual General Meeting can be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday. It should 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. The Central Government is empowered to exempt any company from these provisions, subject to such conditions as it may impose.

"National Holiday" for this purpose means and includes a day declared as National Holiday by the Central Government. According to SS-2, 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. Further, as per section 109 of the Companies Act, 2013, before or on the declaration of the result of the voting on any resolution on show of hands, a poll may be ordered to be taken by the Chairman of the meeting on his own motion, and shall be ordered to be taken by him on a demand made in that behalf by the following person(s):

(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 Rs.5,00,000/- or such higher amount as may be prescribed, 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.

In the above case, the Chairman cannot refuse to conduct the poll as the shareholders hold shares which in aggregate sum is Rs. 5,50,000 which is higher than what is prescribed.

A poll when validly demanded shall be taken, even if the Chairman had refused to grant the poll. Consequently, if a valid demand for poll is refused by the Chairman, the Meeting shall either be re-convened or a new Meeting should be convened to hold the poll or to consider the item in respect of which the valid demand for poll was not granted, as the case may be. [M. K. Srinivasan and Others v. W. S. Subrahmanya Ayyar and Others (1932) 2 Comp. Cas. 147]

Further, holding of the Annual General Meeting on Sunday the 7th August, 2022 shall be valid as Sunday is not a National Holiday. However, the meeting convened on 15th August, 2022 shall be invalid being a National holiday.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2022, Q. 5(e) (Syllabus 2017).

As per section 96 of the Companies Act, 2013, the Annual General Meeting should be held once in each calendar year.

First annual general meeting of the company should be held within 9 months from the closing of the first financial year. Hence it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation.

•Subsequent annual general meeting of the company should be held within 6 months from the date of closing of the relevant financial year.

•The gap between two annual general meetings shall not exceed 15 months

The above mentioned points shall be suggested to Mr. Amit with respect to frequency of holding first as well as second and subsequent annual general meetings.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2022, Q. 5A(ii) (Syllabus 2017).

Section 96 of the Companies Act, 2013 provides that every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting within a period of six months, from the date of closing of the financial year.

However, the Registrar may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period not exceeding three months.

The steps to file an application for seeking extension for convening Annual General Meeting (AGM) are given below:

•The company shall call for a meeting of Board of Director for which a notice must be sent at least 7 days before holding of Meeting of Board.

•Call a meeting of Board of Directors for considering the proposal of extension of date of AGM.

•Pass a resolution for extension of time limit for holding annual general meeting specifying the due reason for extension of AGM.File application in prescribed Form GNL- 1 with ROC concerned.

•Detailed application should contain the following details:

o Reasons of extension

o Period for which extension is required (Note: It should not exceed three months)

•The certified copy of the Board resolution passed be attached to such application. Other document, if any, justifying the application be attached also.

•The ROC shall scrutinize the form and documents and then consider granting the extension not exceeding 3 months.

•The Company shall conduct the AGM before completion of the extended time.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2021, Q. 5(a) (Syllabus 2017).

Section 96(2) of the Companies Act, 2013 states that every Annual General Meeting of the company 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.

However, the first proviso to Section 96(2) of the Companies Act, 2013 provides that the Annual General Meeting of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance.

Accordingly, Arohan Ltd. as an unlisted company can call its Annual General Meeting in Mumbai on September 01, 2019 subject to consent given in writing or by electronic mode by all the members in advance.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2020, Q. 2A(iv) (Old syllabus).

Section 96 of the Companies Act, 2013 read with Secretarial Standard-2 provides that the Annual General Meeting 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. Further, a Government Company may hold its annual general meeting either at the registered office of the company or at such other place as the Central Government may approve.

In the case of National Wind Power Ltd, the holding by Central Government is only 40% which is less than 51% and further the holding by LIC or State Bank of India will not be counted as government holding. Hence the Company is not a Government Company and hence does not enjoy the privilege to hold the annual general meeting at any other place other than the city, town or village where the registered office is situated. Therefore, the Company cannot hold the AGM at Darjeeling in spite of the approval by the Central Government.

OR

Second proviso to Section 96 (2) of the Companies Act, 2013 provides that the Central Government may exempt any company from the provisions of 96(2) subject to such conditions as it may impose. If the company has obtained an Exemption Order from the Central Government under these provisions, the AGM can be held at Darjeeling.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2019, Q. 3(a) (Old syllabus).

Section 96 of the Companies Act, 2013 provides that every company, other than a one person company is required to hold an annual general meeting every year.

Secretarial Standards on General Meetings (SS-2) provides that the Board shall, every year, convene or authorize 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 prescribed authority, which may then direct the calling of the Annual General Meeting of the company.

Following are the key provisions regarding the holding of an Annual General Meeting:

1.Annual general meeting should be held once in each calendar year.

2.First annual general meeting of the company should be held within 9 months from the closing of the first financial year. Hence it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation.

3.Subsequent annual general meeting of the company should be held within 6 months from the date of closing of the relevant financial year.

4.The gap between two annual general meetings shall not exceed 15 months.

Additionally for listed entities SEBI vide recent notification provided that the top 100 listed entities by market capitalization, determined as on March 31st of every financial year, shall hold their annual general meetings within a period of five months from the date of closing of the financial year. The top 100 listed entities shall provide one-way live webcast of the proceedings of the annual general meetings.

Explanation : The top 100 entities shall be determined on the basis of market capitalization, as at the end of the immediate previous financial year. (Notified on 9th May, 2018 effective from April 1, 2019)

Hence for the financial year 2018-19, the meeting should/ought to have been held within earlier of the two dates given below i.e.:

Before 31.8.2019 - within 5 months from the close of financial year 2018-19, OR

Before 24.8.2019 - lapse of 15 months from date of last AGM

Hence, AGM ought to have been held before 24th August, 2019.

However, according to third proviso to section 96(1) of Companies Act, 2013, on an application from the company, the Registrar may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period of not exceeding three months. The company may apply to the Registrar for extension for holding AGM, justifying it as a special reason based on the facts of the case.

Accordingly, the company will be advised to hold its meeting on or before 24.08.2019 or such extended period, as may be permitted by the Registrar on an application by the company.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2019, Q. 4(b) (Syllabus 2017).

According to section 96(2) of the Companies Act 2013, every annual general meeting can be called during business hours, that is, between 9.00a.m. to 6.00p.m. on any day that is not a National Holiday. It should 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. The Central Government is empowered to exempt any company from these provisions, subject to such conditions as it may impose.

Annual general meeting of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance.

In case of Government Company, the Central Government may approve such other place for holding AGM, if the place is other than the registered office.

In case of Section 8 Company, the time, date and place of each AGM are decided upon before-hand by the Board having regard to the directions if any, given in this regard by such company in the general meeting.

In view of the above provisions of the Companies Act, 2013:

(a)Annual General Meeting can be held only between 9:00 a.m. to 6:00 p.m, unless exempted by the Central Government.

(b)AGM cannot be held on a National Holiday, unless exempted by the Central Government, even though the company has consent in writing in advance to conduct AGM on 15th August, 2018.

(c)AGM can be held only at the city of registered office, unless exempted. As per the proviso to Section 96(2), in case of an unlisted company, annual general meeting may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2019, Q. 5A(iv) (Syllabus 2017).

Section 97 of the Companies Act, 2013, provides that if any default is made in holding the annual general meeting of a company, any member of the company may make an application to the Tribunal to call or direct the calling of, an annual general meeting of the company and give such ancillary or consequential directions as the Tribunal thinks expedient. Such directions may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting.

Section 99 of the Companies Act, 2013, provides that if any default is made in complying or holding a meeting of the company, the company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in case of continuing default, with a further fine which may extend to five thousand rupees for each day during which such default continues.

In light of the above provisions, it may be said that 2 members are entitled to file an application before the NCLT for direction to hold the AGM and the Board will be advised about the penal provisions for default in holding the AGM as explained above.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2024, Q. 5(d) (Syllabus 2017).

(a)Calling and holding of an extra-ordinary general meeting (EGM) by the Board on requisition of members [Section 100(2) of the Companies Act, 2013]

The Board shall call an extraordinary general meeting on receipt of the requisition from the number of members who hold, on the date of the receipt of the requisition, not less than one tenth of such of the paid-up share capital of the company as on that date carries the right of voting.

Matters set out for consideration in requisition: The requisition made as above, shall set out the matters for the consideration of which the meeting is to be called and shall be signed by the requisitionists and sent to the registered office of the company. [Section 100(3) of the Companies Act 2013]

Time period for calling the meeting: The Board is required to proceed to call a meeting within 21 days from the date of receipt of a valid requisition, which should be held within 45 days of such deposit of the requisition with the company.

(b)Timeline for convening the EGM by the requisitionists [Section 100(4) of the Companies Act 2013]

(1)If the Board does not within 21 days from the date of receipt of a valid requisition in regard to any matter, proceed to call a meeting for the consideration of that matter on a day not later than 45 days from the date of receipt of such requisition, the meeting may be called and held by the requisitonists themselves. However, in such case, the meeting should be held within a period of 3 months from the date of the requisition.

(c)Feasibility of such a meeting for the proposed business: Section 100(4) provides that such requisition shall not pertain to any item of business that is required to be transacted mandatorily through postal ballot. As per Rule 22 of the Companies (Management and Administration) Rules, 2014 that the items of business of buy-back of shares by the company shall be transacted through postal ballot. Hence, convening an EGM on requisition by the members for buy-back of shares shall not be feasible.

(d)Consequence, if quorum is not present at such a meeting: In case, the quorum is not present within half-an-hour from the time appointed for holding a meeting called by requisitionists, the meeting shall stand cancelled. [Section 103(2)(b) of the Companies Act, 2013)]

It may be noted that convening an EGM on requisition by the members for buy-back of shares shall be feasible, if e-voting is mandatory for the company as per Section 108 and Section 110(1).

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2024, Q. 6A(i) (Syllabus 2022).

Section 100(2)(a) of the Companies Act, 2013 provide that the Board shall, at the requisition made in the case of a company having a share capital, by such number of members holding, on the date of the receipt of the requisition, not less than one-tenth of the paid-up share capital of the company carrying right to vote, call an Extra-ordinary General Meeting of the company within twenty-one days from the date of receipt of a valid requisition. Such meeting shall be held on a day not later than forty-five days from the date of receipt of such requisition.

Accordingly, in the given case, the requisition has been made by 25 members of a company, holding 11% of total paid-up equity share capital on December 05, 2019 to the Board of Directors, thus, it is a valid request. Thus, the Board of directors are required to call the Extra-ordinary General Meeting (EGM) within 21 days from the date of receipt of such valid requisition i.e., by December 26, 2019 and the EGM shall be held on a day not later than 45 days from the date of receipt of such requisition i.e., by January 19, 2020.

In case the Board fails to call and convene the Extra-ordinary General Meeting requisitioned by the Members within the specified time period, it may be called and held by the requisitionists themselves within a period of three months from the date of the requisition.

Therefore, in the present case, if the Board of Directors does not act upon the request, the requisitionists may call and convene an Extra-ordinary General Meeting on their own within 3 months from the date of the requisition i.e. by March 04, 2020.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2020, Q. 5A(iv) (Syllabus 2017).

Section 100(2)(a) of the Companies Act, 2013 provides that the Board shall, at the requisition made by in the case of a company having a share capital, such number of members who hold, on the date of the receipt of the requisition, not less than one-tenth of such of the paid-up share capital of the company as on that date carries the right of voting call an extraordinary general meeting of the company within twenty-one days from the date of receipt of a valid requisition.

The requisition made under section 100(2) shall set out the matters for the consideration of which the meeting is to be called and shall be signed by the requisitionists and sent to the registered office of the company.

If the Board does not, 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 that matter on a day not later than forty-five days from the date of receipt of such requisition, the meeting may be called and held by the requisiteness themselves within a period of three months from the date of the requisition.

The meeting by the requisitionists shall be called and held in the same manner in which the meeting is called and held by the Board

Accordingly, the requisitionists members holding more than 10% of the paid-up share capital, may proceed to convene and hold the meeting themselves within 3 months from 5th October 2019, being the date of requisition.

Rule 17 of the Companies (Management and Administration) Rules, 2014 provides the following for Calling of Extraordinary general meeting by requistionists:

(1)The members may requisition convening of an extraordinary general meeting in accordance with sub-section (4) of section 100, by providing such requisition in writing or through electronic mode at least clear twenty-one days prior to the proposed date of such extraordinary general meeting.

(2)The notice shall specify the place, date, day and hour of the meeting and shall contain the business to be transacted at the meeting.

Explanation.- For the purposes of this sub-rule, it is here by clarified that requistionists should convene meeting at Registered office or in the same city or town where Registered office is situated and such meeting should be convened on any day except national holiday.

(3)If the resolution is to be proposed as a special resolution, the notice shall be given as required by sub-section (2) of section 114.

(4)The notice shall be signed by all the requistionists or by a requistionists duly authorised in writing by all other requistionists on their behalf or by sending an electronic request attaching therewith a scanned copy of such duly signed requisition.

(5)No explanatory statement as required under section 102 need be annexed to the notice of an extraordinary general meeting convened by the requistionists and the requistionists may disclose the reasons for the resolution(s) which they propose to move at the meeting.

(6)The notice of the meeting shall be given to those members whose names appear in the Register of members of the company within three days on which the requistionists deposit with the Company a valid requisition for calling an extraordinary general meeting.

(7)Where the meeting is not convened, the requistionists shall 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.

(8)The notice of the meeting shall be given by speed post or registered post or through electronic mode. Any accidental omission to give notice to, or the non-receipt of such notice by, any member shall not invalidate the proceedings of the meeting.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2019, Q. 5A(iii) (Syllabus 2017).

Length of notice of meeting

Section 101 of the Companies Act, 2013, a general meeting of a company may be called by giving not less than 21 clear days’ notice either in writing or through electronic mode. Notice through electronic mode shall be given in such manner as may be prescribed.

Para 1.2.6 of SS-2-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.

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 of the day before the Meeting commences, to form one day. Each of these days should be a full 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.

Where a notice of general meeting is sent by post, it shall be deemed to be served at the expiration of 48 hours after the letter containing the same is posted (Rule 35(6) of the Companies (Incorporation) Rules, 2014). Each of the 21 days must be full or complete days. The day on which the notice is deemed to be served on the member, and the day of the general meeting have to be in addition to the 21 days.

In this case the date of notice and the date of meeting plus 2 days for postal transit i.e. total 4 days will be excluded. In the instant case, the duration of notice from 4th to 24th September, inclusive of 4th and 24th comes to 21 clear days. Hence, the length of notice is valid.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2025, Q. 5(d) (Syllabus 2022).

According to Para 1.2.2 of Secretarial Standards on General Meetings (Secretarial Standard-2), Notice of the General Meeting can be sent, inter alia, by ordinary post also.

According to Para 1.2.2 supra, Notice of the General Meeting 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 u/s 108

b)If the item of business is being transacted through postal ballot u/s 110

In terms of Rule 17(8) of the Companies (Management and Administration Rules), 2014, Notice of the Extraordinary General Meeting (EGM) shall be sent to the members by registered post or speed post or e-mail if the meeting is called by the requisitionists themselves where the Board of Directors

(BOD) has not proceeded to call the EGM within the stipulated period of three months from the date of requisition.

As per Section 118(10) of the Act, every company shall observe Secretarial Standards with respect to General Meetings as specified by ICSI and as approved by the Central Government. Hence, the above provisions are mandatory for every company as per Secretarial Standard-2.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2024, Q. 5A(iv) (Syllabus 2017).

Specimen Notice of Annual General Meeting

Name of the Company ………………………………….

Registered Address ………………………………….

CIN………….. Email……… Telephone…………… Website……………

NOTICE OF ... ……………… (Meeting Number) ANNUAL GENERAL MEETING

NOTICE is hereby given that the ... (Meeting Number) Annual General Meeting of the Members of ... (Name of the Company) will be held on ............................. (day), the ………………(date), 20……. at………………a.m/p.m at………………(address) to transact the following 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 the Auditors.

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 Statutory Auditors and to determine their remuneration. For this purpose, to consider and if deemed fit, to pass, with or without modification, the following 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 conclusion of this Annual General Meeting till the conclusion of the .................... Annual General Meeting of the Company, and the Board of Directors be and are hereby authorised to fix their remuneration.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (including a Committee thereof), be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this Resolution.”

Order of the Board of Directors

For…………………..

……………………. (Signature)

Place: …………………….. (Name)

Date ……….. 20………… Company Secretary

Notes:

1.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.

2.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.

3.The Register of Members and the Share Transfer Books of the Company will remain closed from…………….to………….. (both days inclusive).

4.Electronic copy of the Annual Report is being sent to all 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 …………………

5.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 ...................., 202.... at 10:01 hrs. and will end on 202.... at 17:00 hrs. During this period shareholders of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date of…………….202.....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 electronically. The instructions for shareholders voting electronically are given at page no. ............... of the Annual Report.

6.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 along with 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 shall be communicated to ............. (Stock Exchange).

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2024, Q. 6(a) (Syllabus 2022).

As per section 101 of the Company Act, 2013 read with para 1.2.6 of the Secretarial Standard-2 a general meeting of a company may be called by giving not less than 21 clear days’ notice either in writing or through electronic mode. Notice through electronic mode shall be given in such manner as may be prescribed. Where notice of meeting is sent by post, it shall be deemed to be served at the expiration of 48 hours after, the letter containing the same is posted. Each of 21 days must be a full and complete days.

The expression “21 clear days” means that the day of service of notice and date of the meeting are to be excluded while calculating the period of 21 days. [N.V.R. Naggappa Chettair Vs. Madras Race Club (1949) 19 Comp cas. 175 (Mad)]

With reference to above provisions the conclusion of the given case is as under-

1)Date of holding the AGM is 05th September, 2023 and date of dispatch of notice through email is 14th August, 2023. So, 05th September 2023 and 14th August 2023 are to be excluded while calculating period of notice. Since, the notice has not been sent by post there is no need to add further 2 days as a transit period. The length of notice is, therefore, of 21 days which meet the requirement of law and hence, valid.

2)If Company is section 8 company, in such case number of days’ notice required as per section 101 of the Companies Act, 2013 is 14 days. Thus, in this case also the length of notice is valid.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2023, Q. 4(d) (Syllabus 2017).

As per section 101(1) of the Companies Act, 2013, a general meeting may be called by giving not less than 21 clear days’ notice in writing or through electronic mode in such manner as may be prescribed. As provided in para 1.2.6 of secretarial standard-2 (SS-2), for the purpose of reckoning 21 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, additional two days shall be provided for the service of notice.

Date of holding AGM: 24th December 2021;

Date of dispatch of notice: 1st December 2021;

Days to be excluded:

(a)Day of holding AGM i.e., 24th December 2021.

(b)Day of dispatch of notice i.e., 1st December 2021.

(c)2 additional days for service of notice i.e., 2nd & 3rd December 2021 (SS-2 Para 1.2.6)

Number of days’ notice given: 20 days (i.e., from 4th December 2021 to 23rd December 2021), which is short by 1 day.

Number of days’ notice required under section 101 of the Act is 21 clear days. Therefore, it is not a case of valid notice.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2023, Q. 5(a) (Syllabus 2022).

As per section 101 of the Companies Act, 2013, a General Meeting of company may be called by giving not less than 21 clear days' notice either in writing or through electronic mode. Clear days' means exclusive of the day of the notice of service and of the day on which the meeting is held. When a notice of General Meeting is sent by post, it shall be deemed to be served at the expiration of 48 hours after the letter containing the same is posted - Rule 35 of the Companies (Incorporation) Rules, 2014.

Each of 21 days must be full or complete days. The day on which the notice is deemed to be served on the member and the day of the general meeting have to be in addition to the 21 days.

In case of section 8 company, a General Meeting of company may be called by giving 14 clear days' notice instead of 21 clear days. Hence, if Sky Ltd., and Moon Ltd. Are section 8 companies, notice issued for General Meeting is proper.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2022, Q. 4(a) (Syllabus 2017).

As per section 101 of the Companies Act, 2013, a general meeting of a company may be called by giving not less than 21 clear days' notice either in writing or through electronic mode. Notice in electronic mode shall be given in such manner as may be prescribed.

'Clear days' means days exclusive of the day of the notice of service and of the day on which the meeting is held.

In this case the date of holding the Annual General Meeting is 24th August, 2019 and the date of issue of notice is 01st August, 2019. Days to be excluded is day of holding the Annual General Meeting i.e. 24th August, 2019 and day of issue of notice i.e. 01st August, 2019. Therefore, notice of 22 days is given in this case.

Number of days' notice required under section 101 of the Act is 21 days. Therefore, it is a valid notice.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2021, Q. 5A(ii) (Syllabus 2017).

Shorter notice

As per Section 101 (1) of the Companies Act, 2013, Annual General Meeting may be called after giving a shorter notice, if consent is accorded in writing or by electronic mode by not less than 95% of the members entitled to vote at such meeting.

In the case of extra-ordinary general meeting, a shorter notice can be given if consent is accorded by the members of the company:

(a)holding, if the company has a share capital, majority in number of members entitled to vote and who represent not less than 95% of such part of the paid-up share capital of the company as gives a right to vote at the meeting; or

(b)having, if the company has no share capital, not less than 95%, of the total voting power exercisable at that meeting.

However, where any member of a company is entitled to vote only on some resolution or resolutions to be moved at a meeting and not on the others, those members shall be taken into account in respect of the former resolution or resolutions and not in respect of the latter.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2021, Q. 5A(iv) (Syllabus 2017).

According to Section 101(1) of the Companies Act, 2013, a general meeting of a company may be called by giving not less than clear twenty-one days' notice either in writing or through electronic mode. 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 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, at the expiration of forty eight hours after the letter containing the same is posted.

In the instant case, the Annual General Meeting is called on August 22, 2019 at 2:00 P.M. Therefore, the notice must be sent latest by July 31,2019. Further, if notice is sent by post or courier it must be posted latest by July 29, 2019.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2020, Q. 4(d) (Syllabus 2017).

Secretarial Standard-2, Para 15.1 deals with the adjournment of meetings. Under that, Chairman of a general meeting 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. In the given case, since there was a disorder and commotion during the meeting, the Chairman was right in adjourning the meeting though the same was not accepted by members present.

Further, SS-2 says that at an adjourned meeting, only the unfinished business of the original meeting shall be considered. Hence, the Chairman was right in considering the unfinished special business as set out in the AGM notice in the adjourned meeting.

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. 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.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2026, Q. 5(d) (Syllabus 2022).

i.Since Mr. A is the representative of the Governor of Maharashtra, shall be treated as a member personally presents (Section 112).

ii.Preference shareholders can vote only in relation to such matters which directly affect their rights. (Section 47)

In this case, meeting was called to take decision on approval of financial statements and appointment of Directors, which does not affect their rights. Therefore, Mr. B & Mr. C cannot be counted for the purposes of quorum, though they may be personally present.

Since Mr. D represents two body corporates, he would be treated as two members personally present. (Section 113)

iii.Since Mr. E, Mr. F, Mr. G and Mr. H are proxies of shareholders and members are not personally present. They are not considered while counting quorum. (Section 105)

As per the section 103 (1) of the Companies Act, 2013, unless the articles of the company provide for a larger number,—

(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;

(ii)fifteen members personally present if the number of members as on the date of meeting is more than one thousand but up to five thousand;

(iii)thirty members personally present if the number of members as on the date of the meeting exceeds five thousand.

From the above analysis, it can be concluded that only 3 members are personally present and the Quorum fixed by the Articles of ABC Ltd was 7 members present, so they do not constitute proper quorum.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2023, Q. 5(b) (Syllabus 2022).

Notice of an adjourned meeting : As per para 15.3 of SS-2, 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 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 itself, giving in the details of day, date, time, venue and business to be transacted at the adjourned Meeting, the company may also opt to give Notice of such adjourned Meeting either individually or by publishing an advertisement, as stated above.

No quorum in an adjourned meeting : 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 in number, will constitute the quorum.

Para 15.1 of SS-2 provides that, a duly convened meeting shall not be adjourned unless circumstances warrant. The chairman may adjourn the meeting with the consent of the members present, at which quorum is present.

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 relating to Notice.

The words, personally present exclude proxies. In case two or more corporate bodies who are members of a company are represented by single individual, each of the bodies corporate will be treated as personally present by the individual representing it. If, for instance, he represents three corporate bodies, his presence will be counted as three members being present in person for purposes of quorum. In light of this the queries will be answered as below:

(i)Where number of members of a public company is not more than 1000 the quorum for the meeting shall be 5 members personally present. Hence, assuming that 6 members were personally present the quorum was present at the general meeting. The chairman cannot adjourn the meeting at his own will without the consent of the member if all the six members were personally present, since the quorum is present. But in the event of disorder or other like causes, when it becomes impossible to conduct the Meeting and complete its business, The Chairman may also adjourn a Meeting.

(ii)Yes, notice need to be sent individually or by publishing in news daily in compliance to Para 15.3 of SS-2.

(iii)If at the adjourned meeting, the quorum is not present within half- an hour from the time appointed for holding meeting, the members present, being not less than two in numbers, will constitute the quorum. In this case, 3 members are present in the adjourned meeting, it will be considered as a valid meeting. [Section 103(3)]

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2022, Q. 4(c) (Syllabus 2017).

As the Article of the Company provides for the larger number i.e. 10 members physically present for Quorum of the meeting. The Quorum of the meeting will be considered as under:

(i)Ram representing the Governor of Tamil Nadu shall be counted for the quorum.

(ii)The preference shareholders shall not be counted for the quorum unless the meeting was called to take decision on a subject affecting their rights.

(iii)debenture holders shall not be counted for the quorum unless the meeting was called to take decision on a subject affecting their rights.

(iv)deposit holders shall not be counted for the quorum unless the meeting was called to take decision on a subject affecting their rights.

(v)Shyam representing three companies shall be counted as three members physically present.

(vi)Proxies shall not be counted for quorum.

(vii)Five individual equity shareholders shall be counted for quorum.

Thus, the total quorum is 1+3+5=9 members.

The above members still falls short for the required number of members to be present at the general meeting as provided in the article of the company i.e. 10 members.

Hence, the Company cannot proceed to consider appointment of managing director for want of requisite quorum.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2019, Q. 3A(iii) (Old syllabus).

Under section 103 (1) of the Companies Act, 2013, unless the articles of the company provide for a larger number, in case of a public company, five members personally present shall be the quorum for a meeting of the company, if the number of members as on the date of meeting is not more than one thousand.

The case given in the question corresponds to the decision in Sharp vs. Dawes wherein it was held that “the word meeting prima facie means coming together of more than one person.” In this given case, only one shareholder was present and it was held that the meeting was not validly held.

Further in East Vs. Bennet Brothers Ltd. (1911) it has been held that in case of a meeting of a particular class of members if all the shares of that particular class are held by one person, then that one person shall form the quorum.

In the given case, therefore, the applicable quorum will be 5 members and since all the shares are not held by one person but there are 50 members, no quorum is therefore present. The meeting and the resolution passed there shall not be valid. Proxy shall not be counted for quorum.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2019, Q. 5A(v) (Syllabus 2017).

Form No. MGT-11

(Proxy Form)

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN:

Name of the company:

Registered office:

Name of the member (s):

Registered address:

E-mail Id:

Folio No/ Client Id:

DP ID:

I/We, being the member (s) of …………. shares of the above named company, hereby appoint

1.Name: ……………………

Address:

E-mail Id:

Signature:……………., or failing him

2.Name: ……………………

Address:

E-mail Id:

Signature:……………., or failing him

3.Name: ……………………

Address:

E-mail Id:

Signature:……………., or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the ………….. Annual general meeting/ Extraordinary general meeting of the company, to be held on the …… day of……. At………. a.m. /p.m. at………………(place) and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

1.……………… Affix

2.……………… Revenue Stamp 3. ………………

Signed this…… day of……… 20….

Signature of shareholder

Signature of Proxy holder(s)

Notes:

This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2025, Q. 6A(iii) (Syllabus 2022).

(i)Meaning of proxy : Under Section 105(1) of the Companies Act, 2013, any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person as a proxy to attend and vote at the meeting on his behalf. However, a proxy shall not have the right to speak at such meeting and shall not be entitled to vote except on a poll.

As per rule 19 of the Companies (Management and Administration) Rules, 2014, a person can act as proxy 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:

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 and such person shall not act as proxy for any other person or shareholder.

Circumstances where a proxy / representative is counted for quorum:

1)Para 3.2 of SS-2 stipulates that a duly authorized representative of President of India or the Governor of the State shall be deemed to be a member personally present and enjoys all the rights of a member present and enjoys all the rights of a Member present in person. Such a representative is counted for quorum in a General Meeting.

2)According to proviso to Section 97(1) of the Act, where default is made in holding the Annual General Meeting of a company as per Section 96 of the Act, the National Company Law Tribunal (NCLT) may order that one member present in person or by proxy will constitute quorum.

3)Again, according to proviso to Section 98(1) of the Act, where it is impracticable to call a General Meeting as per the Act or the Articles, NCLT may order that one member present in person or by proxy will constitute quorum.

(ii)The concept of proxy is alien to meetings of the Board. A director has only two options —

1.to attend the meeting of the Board of Directors either in person or by video conference; or

2.to absent himself from the Board Meeting with or without the permission of the Chairman.

A director cannot appoint a proxy to attend the meeting of the Board on his behalf.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2023, Q. 4(a) (Syllabus 2017).

Section 105 of the Companies Act, 2013 provides that a member, who is entitled to attend and to vote, can appoint another person as a proxy to attend and vote at the meeting on his behalf. As per Section 105 of the Companies Act, 2013 and Para 6.6.1 of SS-2, a proxy should be deposited 48 hours before the time of the meeting.

The SS-2 (Secretarial standard-2) also states that where allowed, a member can appoint one or more proxies, to attend and vote instead of himself and a proxy need not be a member. If a Company receives multiple Proxies for the same holdings of a Member, the Proxy which is dated last shall be considered valid.

In the given case, the proxies should have, therefore, been deposited on or before 22nd December 2021 latest by 2.30 P.M. (the date of the meeting being 24th December 2021, at 2.30 P.M.). Proxy in favour of Mr. Y was deposited on 23rd December 2021 at 3.30 P.M. Therefore, proxy in favour of Mr. Y has become invalid, being less than 48 hours before the time of the meeting.

Thus, rejecting the proxy in favour of Mr. X is unsustainable; because proxy in favour of Mr. X is valid since it was deposited in time (i.e. on 22nd December 2021 at 10.00 A.M.).

Inspection of proxy:

As per section 105(8) of the Companies Act, 2013, every member entitled to vote at a meeting of the company, or on any resolution to be moved thereat, is entitled to inspect the proxies lodged with the company, if at least 3 days’ notice in writing is given to the company. Such notice shall be received at least three days before the commencement of the Meeting.

As per para 6.8.2 of the SS-2, proxies shall 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 with the company. The inspection should be allowed 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 shall be allowed between 9 a.m. and 6 p.m. during such period.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2023, Q. 5(c) (Syllabus 2022).

As per section 105 of the Companies Act, 2013 read with rule 19 of the Companies (Management and Administration) Rules, 2014, 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 shall not act as a Proxy for another person or shareholder.

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 specified period for inspection. In case, the Proxy fails to do so, the company shall consider only the first fifty proxies received as valid.

The instrument appointing the proxy must be deposited with the company, 48 hours before the meeting. Any provision contained in the articles, requiring a longer period than 48 hours shall have effect as if a period of 48 hours had been specified.

A company cannot refuse proxies if filed before 48 hours before the meeting. Hence rejection of the forms of A & B is invalid. C and D are valid proxies.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2022, Q. 5A(v) (Syllabus 2017).

According to Section 105(1) of the Companies Act, 2013, any member a company who is entitled to attend and vote at the meeting of the company is entitled to appoint another person as a proxy (who may not be a member) to attend and vote at the meeting, though a proxy does not have the right to speak at such meeting and shall not be entitled to vote except on a poll in the meeting.

However, according to the third proviso to Section 105(1) of the Companies Act, 2013, 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. Accordingly, in case of companies incorporated under Section 8 of the Companies Act, 2013 a member of a company is not entitled to appoint any other person as a proxy unless such other person is also a member of such company as prescribed under Rule 19 of the Companies (Management and Administration) Rules, 2014.

In the instant case, though the proxy has been deposited before the specified time period (i.e., at least 48 hours before the meeting) Prema cannot act as a proxy as she herself is not a member of the company. Therefore, Adarsh Club Ltd. is right in rejecting her proxy instrument.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2020, Q. 5(b) (Syllabus 2017).

(i)Section 105(4) of Companies Act, 2013 specifies the time limit for deposit of proxy forms. The instrument appointing the proxy must be deposited with the company, 48 hours before the meeting. Any provision contained in the articles, requiring a longer period than 48 hours shall have effect as if a period of 48 hours had been specified.

Para 6.6.1 of SS-2 provides that proxies shall 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 shall be accepted even on a holiday if the last date by which it could be accepted is a holiday.

Articles of the company cannot prescribe a longer than 48 hours for lodging the proxy forms. And so the refusal of the chairman is void. X can compel the chairman to accept the Proxy.

(ii)If after appointment of proxy, the member himself attends the meeting, it amounts to automatic revocation of proxy. But once the proxy has voted, it cannot be revoked.

Since Mr. A i.e. a member himself attended a meeting and voted on resolution, it will amount to revocation of proxy. Thus, any vote put by Mr. X i.e. proxy shall be invalid.

Chairman cannot invalidate both the votes. Vote of the shareholder has to be considered and of the proxy should be invalidated. Decision of the Chairman is void.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2019, Q. 5(c) (Syllabus 2017).

(a)According to the first proviso to Section 105(1) of the Companies Act, 2013 a proxy shall not have the right to speak at such meeting.

(b)According to fourth proviso to Section 105(1), a person appointed as proxy shall not act as proxy on behalf of more than fifty members and members holding in the aggregate more than ten percent of the total share capital of the company carrying voting rights.

However, a member holding more than 10% of the total share capital of the company carrying voting rights may appoint a single person as proxy, provided that such person shall not act as proxy for any other person or shareholder.

Hence, Suraj can be appointed as proxy on behalf of not more than fifty members and members holding in the aggregate more than ten percent of the total share capital of the company carrying voting rights.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2018, Q. 2A(iv) (Old syllabus).

Section 105 of the Companies Act, 2013 provides that a member, who is entitled to attend and vote, can appoint another person as a proxy to attend and vote at the meeting on his behalf. Proxy need not be a Member. 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 shall not act as a Proxy for another person or shareholder.

Ritik holding in the given case is 13.0% and Sonu is 10.4%, since the holding of both severally exceeds 10% of total share capital of the company same person cannot be appointed as Proxy for both Ritik and Sonu, he can be appointed as proxy for either of the two.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2018, Q. 5(a) (Syllabus 2017).

According to section 107 of Companies Act, 2013 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 declaration by the Chairman of the meeting of the passing of a resolution or otherwise by show of hands and an entry to that effect in the books containing the minutes of the meeting of the company shall be conclusive evidence of the fact of passing of such resolution or otherwise.

Hence the demand of members is not tenable.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2018, Q. 5A(v) (Syllabus 2017).

In general, scrutinizer means an examiner, inspector or an investigator who observe carefully the whole process of voting on behalf of company in an independent manner. He is responsible for monitoring the entire process of e-voting. The provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management & Administration) Rules, 2014 states the role of Company Secretary as scrutinizer in e-voting).

Functions of Scrutinizer:

1.In case of E-voting

(a)He ensures that the person who votes once does not repeat it again at the general meeting. For this, he keeps the following records of the people who are going to vote:

1.Names

2.Folios

3.Number of shares held

4.Other relevant information

(b)He may take the help of people who have the necessary information (but not in employment).

(c)He must unblock the votes and make the scrutinizer's report within 3 days of the conclusion of e-voting period (in presence of at least 2 witnesses not in employment.

(d)He maintains a register mostly electronically to record the following details:

1.The particulars of name

2.Address

3.Folio number

4.The ID number of members

5.Shares (No.) held by the members casting votes

6.The nominal value of shares

(e)He maintains the various records in safe custody until it is signed and authorized by the Chairman. Once the chairman signs it, he hands over the documents to the company.

DUTIES OF SCRUTINIZER

ALLOW ELIGIBLE MEMBERS TO VOTE The Scrutinizer should make sure that only members who are eligible to vote as on cut-off date shall cast their vote.

‘cut-off date’ means a date not earlier than seven days before the date of general meeting for determining the eligibility to vote by electronic means or in the general meeting.

ASSIST CHAIRMAN The scrutinizer shall assist the chairman of the AGM/ GM, to conduct voting by ballot paper/electronically at the AGM/GM.

SECRECY OF VOTES The assent or dissent of members shall remain secret to the Chairman/ Scrutinizer till the votes are cast at the AGM/GM.

POST VOTING COMPLIANCES After the conclusion of voting process at the AGM, the Scrutinizer shall:

•Count the votes cast at the AGM/GM.

•Count the votes cast through remote e-voting process, (in the presence of 2 witness who are not in employment of the Company').

•Make a consolidated Scrutinizer's Report within 3 days and send it to the Chairman for his counter signatures.

MAINTAINING REGISTERS Maintain register manually or electronically regarding the assent or dissent of the members and their:

•Name. Address, Folio no./ client ID, and No. of shares held.

SAFE CUSTODY The Scrutinizer should keep the safe custody of all the registers and papers and return the same to the Company only when the Chairman approves and sign the minutes.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2021, Q. 4(c) (Old syllabus).

Section 108 of the Companies Act, 2013 provides for Voting through electronic means. The Central Government may prescribe the class or classes of companies and manner in which a member may exercise his right to vote by the electronic means.

"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. "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.

Section 108 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, provides that, 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.

However, a Nidhi, or an enterprise or institutional investor referred to in chapter XB or chapter XC of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 is not required to provide the facility to vote by electronic means.

Thus, companies fulfilling abovementioned criteria have to mandatory opt for e- Voting.

Assuming that the company with Rs. 100 crore share capital may be having more than 1000 members, the company should provide for e-voting. If there are less than 1000 members, e-voting is not compulsory.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2021, Q. 5A(iii) (Syllabus 2017).

i)Under Section 109(1) of the Companies Act, 2013: Before or on the declaration of the result of the voting on any resolution on show of hands, a poll may be ordered to be taken by the Chairman of the meeting on his own motion, and shall be ordered to be taken by him on a demand made in that behalf by the following person(s):

(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 Rs.5,00,000/- or such higher amount as may be prescribed, 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.

ii)As per sub-rule (2) of Rule 21 of the Companies ( Management and Administration) Rules, 2014, the scrutinizer shall submit his report as soon as possible after the last date of receipt of postal ballots to the Chairman within seven days from the date the poll is taken.

iii)Rule 22(11) of the Companies (Management and Administration) Rules, 2014, The postal ballot and all other papers relating to postal ballot including voting by electronic means, shall be under the safe custody of the scrutinizer till the chairman considers, approves and signs the minutes and thereafter, the scrutinizer shall return the ballot papers and other related papers or register to the company who shall preserve such ballot papers and other related papers or register safely.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2025, Q. 6(b) (Syllabus 2022).

As per rule 22 of the Companies (Management and Administration) Rules, 2014 below mentioned matters can be transacted through postal ballot subject to certain conditions:

i.Issue of shares with differential voting rights;

ii.Sale of the Whole of the Undertaking of a company; iii.Buy back of own shares by the company.

The rule 22 also states that-

•Any aforesaid items of business, required to be transacted by means of postal ballot, may be transacted at a general meeting by a company which is required to provide the facility to members to vote by electronic means under section 108, in the manner provided in that section.

•One Person Companies and other companies having members’ upto two hundred are not required to transact any business through postal ballot.

In the light of above provisions, the company secretary can advise in following ways: In case the company is having members less than 200: They are exempted to transact the business through postal ballot.

In case the company is listed company and is having members more than 1000: They may transact these business in general meeting.

For the companies apart from above two categories are required to transact the business through postal ballot.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2023, Q. 2A(iv) (Syllabus 2017).

Company shall transact such items of business as the Central Government may, by notification, declare to be transacted only by means of postal ballot. Provided that any item of business required to be transacted by means of postal ballot under section 110(1)(a) of the Companies Act, 2013, may be transacted at a general meeting by a company which is required to provide the facility to members to vote by electronic means under section 108, in the manner provided in that section.

As per Rule 22 of the Companies (Management and Administration) Rules, 2014 in relation to alteration of Articles of Association of the company, resolution relating to buy-back of shares and resolution relating to election of small shareholders' director shall be transacted through postal ballot. However, One Person Company and Companies having members up to 200 are not required to transact any business through postal ballot.

Accordingly, Indra Kumar can be informed that:

•One Person Company and Unlisted Company are not required to pass resolution through postal ballot.

Listed Company is required to transact the business of election of small shareholders' director through postal ballot since the number of members are in excess of 200.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2022, Q. 5A(iii) (Syllabus 2017).

Postal Ballot Form

(On the letterhead of the Company)

1.Name and Registered Address of the Sole / First named Member

2.Name(s) of Joint-Holder(s), if any :

3.Registered Folio No. /DP ID No.* : / Client ID No.* (*Applicable to Members holding shares in dematerialized form)

4.Number of equity shares held :

5.I/We hereby exercise my / our vote in respect of the under mentioned resolutions to be passed through Postal Ballot as stated in the Notice dated__________(date and year) of the Company by sending my / our assent or dissent to the said Resolution by placing the tick ( ) mark in the appropriate box below:

Place:

Date: Signature of Shareholder/Beneficial owner

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2021, Q. 5A(iii) (Syllabus 2017).

As per Section 110 of Companies Act, 2013 and Rule 22(10) of the Companies (Management and Administration) Rules, 2014, every company which is required to or which proposes to get any resolution passed through postal ballot should maintain a separate register for each postal ballot to record the assent or dissent received through postal ballot.

The scrutinizer shall maintain a register either manually or electronically to record their assent or dissent received, mentioning the particulars of name, address, folio number or client ID of the shareholder, number of shares held by them, nominal value of such shares, whether the shares have differential voting rights, if any, details of postal ballots which are received in defaced or mutilated form and postal ballot forms which are invalid.

Entries in the register should be made immediately after the opening of postal ballots. Separate folios should be maintained for each resolution passed through postal ballot. The register should be kept at the registered office of the company after the Scrutinizer has submitted his report.

The register, postal ballot forms and all other related records are not available for inspection.

All postal ballot forms should be authenticated by the Scrutinizer. Entries in the register should be authenticated by the Scrutinizer.

The register, postal ballot forms and all other related records should be kept in the safe custody of the Scrutinizer till the Chairman signs the Minutes Book in which the result of the voting by postal ballot is recorded.

The secretary of the company, managing director or whole-time director or the director so authorised and the Scrutinizer should make adequate arrangements for safe custody of the register and proof of dispatch of Notices and all envelopes received by post or by hand, until the Scrutinizer submits his report to the Chairman.

The Scrutinizer should return the postal ballot forms and any related documents or records to the designated person of the company for safekeeping until the resolution has been implemented.

The Scrutinizer's report and office copies of the notices should be preserved in good order until the resolution has been implemented or for a period of 10 years, whichever is later.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2019, Q. 5(b) (Syllabus 2017).

Section 110 of the Companies Act, 2013 and Rule 22(10) of the Companies (Management and Administration) Rules, 2014 states that every company which is required to or which proposes to get any resolution passed through postal ballot should maintain a separate register for each postal ballot to record the assent or dissent received through postal ballot.

The scrutinizer shall maintain a register either manually or electronically to record their assent or dissent received, mentioning the particulars of name, address, folio number or client ID of the shareholder, number of shares held by them, nominal value of such shares, whether the shares have differential voting rights, if any, details of postal ballots which are received in defaced or mutilated form and postal ballot forms which are invalid.

Entries in the register should be made immediately after the opening of postal ballots. Separate folios should be maintained for each resolution passed through postal ballot. The register should be kept at the registered office of the company after the Scrutinizer has submitted his report.

The postal ballot and all other papers relating to postal ballot including voting by electronic means, shall be under the safe custody of the scrutinizer till the chairman considers, approves and signs the minutes and thereafter, the scrutinizer shall return the ballot papers and other related papers or register to the company who shall preserve such ballot papers and other related papers or register safely.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2019, Q. 2(b) (Syllabus 2017).

As per section 112 of the Companies Act, 2013 read with Para 3.2 of SS-2, when the President of lndia or the Governor of a State is a member of a company, he may appoint such person as he thinks fit to act as his representative at any meeting of the company or at any meeting of any class of members of the company. A person so nominated shall be deemed to be a member of the company and shall be entitled to exercise the same rights and powers, including the right to vote by proxy and postal ballot, as the President or Governor as the case may be, could exercise as a member of the company.

In view of the above, unless the Collector of the District of Ganjam is nominated by the Governor of Odisha, he is not entitled to receive the notice of the AGM and he cannot be ) permitted to attend the meeting.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2025, Q. 5(d) (Syllabus 2022).

Section 114 of the Companies Act, 2013 deals with Ordinary and Special Resolution.

As per Section 114(2) of the Companies Act, 2013, a resolution shall be a special resolution when:

(a)the intention to propose the resolution as a special resolution has been duly specified in the notice calling the general meeting or other intimation given to the members of the resolution;

(b)the notice required under this Act has been duly given; and

(c)the votes cast in favour of the resolution, whether on a show of hands, or electronically or on a poll, as the case may be, by members who, being entitled so to do, vote in person or by proxy or by postal ballot, are required to be not less than three times the number of the votes, if any, cast against the resolution by members so entitled and voting.

The method of voting might be through show of hands, electronic voting, poll or any other permitted method or postal ballot. The number of votes of only the members who are entitled and voting are to be counted. Hence, the persons who abstain from voting or are not allowed to vote (whether under the provisions of this Act or otherwise) are not to be counted. Further, the notice required to be given may be given either by the company or the member proposing the resolution.

In the given case, 200 members voted in favour of the resolution, and 50 members voted against it. Invalid votes and person abstained from voting shall not be counted.

So, total valid votes : 250

Votes in favour : 200

Votes against : 50

Voting percentage in favour = 80% (i.e. 200/250*100), which is more than 75% and validly passed.

Hence, declaration by the Chairman of the meeting is valid.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2023, Q. 5(d) (Syllabus 2022).

MINUTES OF THE PROCEEDINGS OF THE EXTRA ORDINARY GENERAL MEETING OF

(Name of the Company) HELD ON .................... (day)……………(date) 20...........FROM .................

TO………..A.M./P.M AT.................................................(address).

The following 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, Partner of M/s, ……………..Chartered Accountants, Auditors of the Company,

CHAIRMAN

In accordance with Article .......................... of the Articles of Association, Mr. A, Chairman of the Board of Directors took the Chair.

Introduction

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

The Chairman stated that the requisite Quorum was present and called the meeting to order.

Notice

With the consent of the Members present, the Notice convening the Extra-Ordinary General Meeting of the Company was taken as read.

The business of the Meeting, as per the Notice thereof, was thereafter taken up item-wise.

Appointment of Independent Director Proposed by : Mr. ................... Seconded by : Mr. ....................

The Chairman explained the profile of Mr. Ankush to the members. He explained that in order to broadbase the board, it was proposed to appoint Mr. Ankush , a legal expert as an Independent Director.

The fo1lowing 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 any other 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. Ankush (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.”

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 with a vote of thanks to the Chair.

Date:…………………..

Place:………………. CHAIRMAN

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2024, Q. 6(d) (Syllabus 2022).

Every listed company is mandated to prepare a Report on each Annual General Meeting (AGM) confirming, inter alia, that the AGM was convened, held and conducted as per the provisions of Companies Act, 2013.

Annual report generally contains the Notice of the AGM and attachments sent to the members for calling the AGM, the Directors’ Report, Auditor’s Report, Annual Financial Statements etc.

Annual report generally contains the Notice of the AGM, the Directors’ Report, Auditor’s Report, Annual Financial Statements etc.

The Annual Report is sent to the members at least 21 clear days before the AGM.

Report on AGM is prepared as per the requirements of Section 121 of the Companies Act, 2013 read with Rule 31 of Companies (Management and Administration) Rules, 2014.

The report on AGM is filed with the ROC in form MGT-15 within 30 days of the conclusion of the AGM.

The Report on AGM is prepared by listed companies. The report contains, inter alia, the date and venue of the AGM, chairman appointment, presence of quorum, business transacted at the AGM etc.

The Report on AGM shall be signed by the Chairman of the AGM or by two directors including the Managing Director and also the company secretary of the public listed company.

Hence, these two terms are not synonymous. They are different in their object, scope and contents.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2024, Q. 5A(v) (Syllabus 2017).

(1)As per section 146 of the Companies Act, 2013 read with para 4.3 of SS-2, the Auditors, unless exempted by the company, and the Secretarial Auditor, unless exempted by the company shall either by themselves or through their authorised representative, attend the General Meetings of the company. The authorised representative who attends the General Meeting of the company shall also be qualified to be an Auditor / Secretarial Auditor.

Hence, presence of the Secretarial Auditor and company Auditors in persons is not a must.

(2)Directors who attend General Meetings of the company and the Company Secretary shall be seated with the Chairman.

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

(3)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, the Members present shall elect, on a show of hands, one of themselves to be the Chairman of the Meeting, unless otherwise provided in the Articles.

If a poll is demanded on the election of the Chairman it shall 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 poll, and such other person shall be the Chairman for the rest of the Meeting.

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

(4)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.

(5)The Secretarial Auditor shall have the right to be heard at such Meetings on that part of the business which concerns them as Auditors / Secretarial auditor.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2022, Q. 6(b) (Syllabus 2017).

According to section 146 of the Companies Act, 2013 the auditor shall, unless otherwise exempted by the company, attend either by himself or through his authorised representative, who shall also be qualified to be an auditor, any general meeting and shall have right to be heard at such meeting on any part of the business which concerns him as the auditor.

In the given circumstance provision of section 146 is applicable and authorized representative may be sent to attend the general meeting of the company.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2018, Q. 5(c) (Syllabus 2017).

Notice of Extra Ordinary General Meeting

NOTICE is hereby given that the Extra-Ordinary General Meeting of the members of Priya Garments Limited (“the Company”) will be held on the requisition of Ms. Revati who holds in aggregate as on the date hereof 50,000 equity shares aggregating to 5% of shareholding of the Company’s voting capital, on Saturday, the 30th December, 2023 at 10 a.m. at the registered office of the Company at____, Hyderabad to transact the following business:

SPECIAL BUSINESS:

1.To consider and if thought fit, to pass, with or without modification(s), following resolution as Ordinary Resolution:

“RESOLVED THAT pursuant to Section 115 read with Section 169 of the Companies Act, 2013 and rules made thereunder, Mr. Srinivasan (DIN: ) be and is hereby removed from his office as director of the company with immediate effect.”

RESOLVED FURTHER THAT, any Director of the Company and / or the Company Secretary, be and are hereby severally authorized to issue notice of extra-ordinary general meeting, file Form DIR- 12 with the Registrar of Companies and to do all such acts/deeds/things/ as may be deemed fit to give effect to this resolution.”

By order of the Board of directors

For Priya Garments Limited

Sd-

Company Secretary

Place: Hyderabad

Date: …………..

NOTES:

(1)A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself. The proxy need not be a member of the company.

(2)Corporate members are requested to send a duly certified copy of the Board Resolution / Power of Attorney authorizing its representative to attend and vote on their behalf at an Extra-Ordinary General Meeting.

(3)The proxies to be effective should be deposited at the registered office of the company not later than 48 hours before the commencement of the meeting.

(4)The relevant Explanatory Statement in terms of Section 102 of the Companies Act, 2013 is enclosed herewith.

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

A special notice as per Section 115 of the Companies Act, 2013, has been received by the company from Ms. Revati, who holds in aggregate 50,000 Equity Shares aggregating to 5% of shareholding of the Company’s voting capital for removal of Mr. Srinivasan (DIN:___) from Directorship of the company with immediate effect on the ground that he has indulged in fraudulent activities detrimental to the interest of the company.

None of the Directors / Key Managerial Personnel of the Company or their relatives is, in any way concerned or interested, financially or otherwise, in the resolution set out as Item Number 1 of the Notice except as a director.

The Board recommends the Ordinary Resolution set out as Item Number 1 of the Notice for approval by the Shareholders.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2023, Q. 6(c) (Syllabus 2022).

(i)Yes, Companies can restrict the speakers depending on the availability of time. The notice calling for meeting should require the speaker shareholders to register themselves in advance and depending on the time availability, it shall be at the discretion of the Chairman to allow the speakers. In addition, the companies may allow recordings to be sent in advance with the permission of the Chairman and shareholders in order to avoid scenarios where a speaker shareholder may get disconnected or have an audio/visual connection issue thus saving time and effectively maintaining the decorum of the meeting.

(ii)In case the registers are not maintained in an electronic form, the physical registers/ documents should be scanned for uploading in a virtual data room established for the purpose. Login ID and password can be provided for inspection and it is to be ensured that only view rights are given for inspection and the registers/documents cannot be deleted, copied or downloaded or the register/documents may be made available for inspection on a virtual platform (e.g., Zoom, Microsoft teams, etc.), and displayed in a presentation form. The registers/documents which shall be made available for inspection in connection with the AGM, shall be made available from the time notice is given till the conclusion of the meeting.

Therefore, the physical registers should be scanned to keep them open for inspection at the meeting to be held by video conferencing.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2024, Q. 4(c) (Syllabus 2017).

Para 15.1 of SS-2 provides that a duly convened general meeting shall not be adjourned unless the circumstances so warrant. The chairman may, at his discretion, adjourn the general meeting in the event of disorder or other like causes when it becomes impossible to conduct the general meeting and complete its business.

Demand for more dividend and issue of frequent bonus shares is a common occurrence in the AGMs of many companies. However, the members hardly ever disrupt the proceedings of the General Meeting. In this case, even after half an hour, order is not restored, the chairman can adjourn the AGM. Thus, the action of chairman to adjourn the AGM suo motu is well within his powers and is in order.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2023, Q. 5A(i) (Syllabus 2017).

The Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI) has allowed the companies to conduct their Board meetings as well as hold general meetings virtually. As a Company secretary the following are the answers of the questions asked by the Board of the Digital Ltd., which are planning to conduct their Board meeting and General meeting through video conferencing -

a.In the notice of the AGM, it may be mentioned that if any member wants to speak, they may get their names registered with the company and it will be at the discretion of the chairman to allow the speakers to speak depending upon the availability of time.

(As per Para 5.2 of SS-2, 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.)

b.As per Annexure XX of SS-2 Procedure to conduct General Meetings through VC or OAVM, it is stipulated that in case of Video Conferencing meeting there is no question of proxy attendance. A shareholder can himself attend the general meeting from wherever he is located. Same applies to the case with e-voting. In case of e-voting also there is no proxy to vote on behalf of the shareholder.

c.Yes, place of meeting shall be provided in the Notice. In case of virtual meetings deemed venue is to be given.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2023, Q. 5A(ii) (Syllabus 2017).

As per para of 16.5.3 of Secretarial Standard-II, a postal ballot form shall 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 ballot form doesn’t match the specimen signature with the company;

d)It is not possible to determine without any doubt the assent or dissent of the member;

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 ballot form is received after the last date prescribed;

h)The postal ballot form, signed in a representative capacity, is not accompanied by a certified copy of the relevant specified authority;

i)It is received from a member who is in arrears of payment of calls;

j)It is defaced or mutilated in such a way that its identity as genuine form cannot be established;

k)Member has made any amendment to the Resolution or imposed any condition while exercising his vote.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2023, Q. 6(b) (Syllabus 2017).

a.E-Voting-means a secured system based process of display of electronic ballots, recording of votes of the members and the number of votes polled in favour or against, in such a manner that the entire voting exercised by way of electronic means gets registered and counted in an electronic registry in a centralised server with adequate cyber security.

b.Agency - The National Securities Depository Limited, the Central Depository Services (India) Limited or any other entity approved by the Ministry of Corporate Affairs subject to condition that the National Securities Depository Limited, the Central Depository Services (India) Limited or such other entity has obtained a certificate from the Standardisation Testing and Quality Certification Directorate, Department of Information Technology, Ministry of Communications and Information Technology, Government of India including with regard to compliance with parameters under Explanation.

c.Cut-off date — with respect to e-voting it means a date not earlier than seven days before the date of the general meeting for determining the eligibility to vote by electronic means either remotely or at the general meeting.

d.Cyber Security- means protecting information, equipment, devices, computer, computer resource, communication device and information stored therein from unauthorised access, use, disclosures, disruption, modification or destruction.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2023, Q. 5(c) (Syllabus 2017).

As per the Secretarial Standard on General Meeting (SS-2) an instrument of Proxy duly filled, stamped and signed, is valid only for the Meeting to which it relates including any adjournment thereof. However, if a proxy has 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. A Proxy later in date revokes any Proxy/Proxies dated prior to such Proxy. Hence Mr. Y will be a valid proxy for adjourned meeting.

As per the Secretarial Standard on General Meeting (SS-2) if a company receives multiple proxies for the same holdings of a member, the proxy which is dated last shall be considered valid. So, the proxy dated last i.e. 19th September, 2019 shall be considered as valid.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2021, Q. 5A(iv) (Syllabus 2017).

As per Para 1.2.1 of Secretarial Standard on General Meetings [SS-2], 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

(d)In the absence of a Nominee, the notice shall be sent to the legal representative of the deceased Member.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2019, Q. 6(d) (Old syllabus).

Following are the main difficulties encountered in holding virtual meetings of members:

•Security of the systems used.

•Streaming with quality without interruption.

•Providing with secure login and shareholder authentication for attendance with ease of access for shareholders. and remote voting.

•Combined registration, voting and reporting software.

•Customized instant results screen and detailed audit reporting.

•Data security of logins and Passwords.

•Allowing the shareholders, the choice of device.

•The technology used must give all shareholders a reasonable Opportunity to participate.

•The technology must be secure and must provide reasonable measures for verifying/ validating those allowed to attend and vote at the meeting.

•The Company must provide a digital record of the meeting.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2019, Q. 5A(iii) (Syllabus 2017).

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 ballot process in a fair and transparent manner.

Following are the main functions of the scrutinizer:-

(i)Postal ballot received back from the shareholders shall be kept in the safe custody of the scrutinizer and after the receipt of assent or dissent of the shareholder in writing on a postal ballot, no person shall deface or destroy the ballot paper or declare the identity of the shareholder.

(ii)The scrutinizer shall submit his report as soon as possible after the last date of receipt of postal ballots but not later than seven days thereof.

(iii)The scrutinizer shall maintain a register either manually or electronically to record their assent or dissent received, mentioning the particulars of the shareholder and details of postal ballots which are received in defaced or mutilated form and postal ballot forms which are invalid.

(iv)The postal ballot and all other papers relating to postal ballot including voting by electronic means, shall be under the safe custody of the scrutinizer till the chairman considers, approves and signs the minutes and thereafter, the scrutinizer shall return the ballot papers and other related papers or register to the company who shall preserve such ballot papers and other related papers or register safely.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2019, Q. 6(c) (Old syllabus).

Cyber security - As per explanation iii to rule 20 of Companies (Management & Administration) Rules, 2014 cyber security means protecting information, equipment, devices, computer, computer resource, communication device and information stored therein from unauthorized access, use, disclosures, disruption, modification or destruction.

Secured system - As per explanation ii to rule 20 of Companies (Management & Administration) Rules, 2014 secured 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 untended functions; and

(d)adhere to generally accepted security procedures.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2018, Q. 2(a) (Old syllabus).

Secretarial Standard 2 -Para 15 deals with the adjournment of meetings. Under that, Chairman of a general meeting 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. In the given case, since there was a disorder and commotion during the meeting, the Chairman was right in adjourning the meeting though the same was not accepted by members present.

Further, SS-2 says that at an adjourned meeting, only the unfinished business of the original meeting shall be considered. Hence, the Chairman was right in considering the unfinished special business as set out in the AGM notice in the adjourned meeting.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2018, Q. 3(c) (Old syllabus).

The general meeting can only be held valid if the quorum is present at the meeting. The resolution that was put to remote e-voting and has obtained majority votes shall be taken up at adjourned meeting. Meeting without requisite quorum is invalid.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2018, Q. 5(b) (Syllabus 2017).