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TMI BlogRESPONSES TO QUERIES RECEIVED ON SECRETARIAL STANDARD ON GENERAL MEETINGS (SS-2)X X X X Extracts X X X X X X X X Extracts X X X X ..... esaid Para mean that Secretarial Standards shall override subsequent amendments made in the Rules? Ans. The term "Act" has been defined in SS-2 to mean the Companies Act, 2013 (Act No. 18 of 2013) or any previous enactment thereof, or any statutory modification thereto or re-enactment thereof and includes any Rules and Regulations framed thereunder. Hence, if due to subsequent change in the Rules, a particular Standard or any part thereof becomes inconsistent with the Act/Rules, the provisions of the Act/Rules shall prevail. Scope/3. Will the SS-2 be applicable for a General Meeting notice for which has been issued in the month of June? Ans. SS-2 shall only apply to General Meetings in respect of which Notices are issued on or after 1st ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... defining 'ordinary business' refers to appointment of and fixing remuneration of Auditors. However, the Secretarial Standard defines'ordinary business' to include appointment or ratification of Auditors? Does the term 'appointment' as used in Section 102(2) includes 'ratification'? Ans. Annual Ratification is contemplated in law for 'continuation of appointment' of Auditors under Section 139(1) of the Act and Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014. It falls within the scope of 'appointment' and hence is an item of 'ordinary business' to be transacted at the annual general meeting. 1/1. In terms of Para 1.2.1 of SS-2 relating to service of Notice of general meetings, what is the manner of service of such Notices to cor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ch is in line with Section 96(2) of the Companies Act, 2013, requires that general meetings should be called during business hours i.e. between 9 a.m. and 6 p.m. 1/6. Why does Para 1.2.4 of SS-2 require companies to convene an extraordinary general meeting called by the requisitionists only on a working day? Ans. Explanation to Rule 17(2) of Companies (Management and Administration) Rules, 2014 prescribes that an Extraordinary General Meeting called by the requisitionists shall be convened only on a working day. Para 1.2.4 of SS-2 is in line with the same. 1/7. Can any other business be taken up in the General Meeting with the permission of the Chair? Ans. Any other business not set out in the Notice or not specifically permitted under ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t ordinary business cannot be transacted through postal ballot. However, is the facility of e-voting required to be provided for transaction of ordinary business? Ans. As defined in SS-2, "Voting by postal ballot" means voting by ballot, by post or by electronic means. So far as ordinary business is concerned, Postal ballot is not permitted. However facility for e-voting, which is a substitute for voting at the General Meeting, is required to be provided for all business including ordinary business, as required under Rule 20 of the Companies (Management and Administration) Rules, 2014.. 17/1. How are the pages of the Minutes Book required to be numbered-meeting wise or year wise? Ans. The pages of the Minutes Book should be consecutively ..... X X X X Extracts X X X X X X X X Extracts X X X X
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