Revised Secretarial Standard – SS-2 applicable w.e.f. 01.10.2017

The key amendments in SS-2 are listed below for your quick reference.

Major Amendments to SS-2

  1. The scope has been amended to exempt Section 8 companies in addition to OPCs, from the applicability of the Standard.
  2. The definition of Secretarial Auditor now also includes a firm of Company Secretary(ies) in Practice.
  3. The proof of sending the notice shall now be retained by or on behalf of the company for such period as decided by the Board, which shall not be less than three years from the date of the Meeting.
  4. Notice shall simultaneously be hosted on the website till the conclusion of the meeting.
  5. Now, the notice of AGM should also specify the serial number of the Meeting.
  6. Exemption from providing the route map and prominent landmark has been provided in case of the following:(a)   a company in which only its directors and their relatives are members;(b)  a wholly owned subsidiary.
  7. In case of government companies, the AGM should be held at its registered office or any other place with the approval of the Central Government, as may be required in this behalf.
  8. Notice of a private company shall specify the entitlement of a member to appoint proxy in accordance with this para, unless otherwise provided in the articles.
  9. No resolutions are required to be stated in the notice for items of Ordinary Business.
  10. Explanatory statement to be annexed with the notice of private companies may not include the nature of the concern or interest (financial or otherwise of the directors, KMPs and their relatives along with other details as mentioned in the para if the Articles of such companies provide otherwise.
  11. Private companies may not give notice and accompanying documents at twenty-one clear days in advance of the meeting if Articles provide otherwise.
  12. Consent for holding a meeting at shorter notice shall have to be received by the company prior to the time fixed for the meeting.
  13. Companies are not required to observe the provisions relating to appointment of proxy if all the members entitled to vote give their consent to holding the meeting at shorter Notice.
  14. Private companies may provide in its Articles, the manner of obtaining consent for a meeting at a shorter notice including the number of members from whom such consent will be required.
  15. Chairman of a meeting of private company may be appointed in terms of the provisions in its Articles.
  16. The restriction on the proxies to be members of a Section 8 companies has been removed. Further, private companies may appoint proxies in the manner as provide in their articles.
  17. There is a new insertion in relation to remote e-voting in Para 6.6.3:In case of remote e-voting:(i)                the letter of appointment of representative(s) of the President of India or the Governor of a State; or

    (ii)              the authorisation in respect of representative(s) of the Corporations;

     should be received by the scrutiniser/ company on or before close of e-voting.

    In case of postal ballot such letter of appointment/ authorisation shall be submitted to the scrutiniser along with physical ballot form.

    If the representative attends the Meeting in person to vote thereat, the letter of appointment / authorisation, as the case may be, shall be submitted before the commencement of Meeting.

  18. Every resolution, except a resolution which has been put to vote through remote e-voting or on which a poll has been demanded, shall be proposed by a Member and seconded by another Member.
  19. In a meeting of a private company voting by show of hands shall be in accordance with the Articles.
  20. In a meeting of a private company a poll shall be conducted in accordance with the Articles.
  21. In case of a private company, a member who is a related party is entitled to vote on such Resolution. Further, a member who is a related party is entitled to vote on a Resolution pertaining to approval of any contract or arrangement to be entered into by:a.       One Govt. company with any other Govt. company; or

    b.      An unlisted Govt. company with the prior approval of competent authority.

  22. The requirement of authorising the Chairman or in his absence, any other Director by the Board to receive the scrutiniser’s register, report on e-voting and other related papers with requisite details, has been deleted.
  23. Newspaper advertisement of notice of the meeting shall be placed till the conclusion of the meeting.
  24. Scrutiniser to submit his report to the Chairman or authorized person within 3 days from the date of Meeting. However, this will not impact the listed companies as the declaration of results is required within 48 hours of conclusion of the meeting in terms of Listing regulations.
  25. The voting details are now required to be displayed for at least three days on the Notice Board of the company at its Registered Office and its Head Office as well as Corporate Office, if any, if such office is situated elsewhere.
  26. The scrutiniser(s) shall submit his report within seven days from the last date of the poll to the Chairman. In case of a private company, the declaration of result of poll shall be in accordance with this para, unless otherwise provided in the Articles.
  27. The qualifications, observations or comments or other remarks if any, mentioned in the Secretarial Audit Report issued by the Company Secretary in Practice, which have any material adverse effect on the functioning of the company, should be read at the AGM.
  28. 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.
  29. A meeting other than an AGM or a requisitioned meeting stands adjourned for want of quorum, then the adjourned meeting shall be held on the same day, in the next week at the same time and place or on such other day, irrespective of the fact that the day be a National Holiday.An adjourned AGM, adjourned for want of quorum or otherwise, shall not be held on a National Holiday, only if any item relating to filling up of vacancy of a director retiring by rotation is included in the agenda of such adjourned Meeting. The company shall ensure compliance of the provisions of holding the AGM every year, including adjournment thereof within a gap of not exceeding 15 months from the date of the previous AGM or within such extended period permitted by the Registrar of Companies.
  30. The scrutiniser shall submit his report within seven days from the last date of receipt of postal ballot forms to the Chairman or a person authorised by him, who shall countersign the same. However, the listed companies will still have to observe the requirements of the Listing Regulations.
  31. Minutes of Meetings, if maintained in loose-leaf form, shall be bound periodically at least once in every three years.
  32. The conclusion time of the AGM is not required to be mentioned in the minutes.

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