When conducting general meetings, yearly meetings and board meetings, the secretarial standards 2 helps companies make the provision of companies Act ,2013 . this a must standards are given by the Institute of company secretaries of India (ICSI) ,this is under the law in section 118(10) of acts of companies,2013,and acknowledge by the government of India . We shall look at these Secretarial standards in length
Secretarial Standard 2 application
Secretarial Standards 2 is a must for meetings of any kind of companies that lies under the Companies Act, apart from single person company .So this means that all limited companies and private limited companies should also follow secretarial standards 2 during general meetings.
Meeting Convene
While convening a meeting for example general meeting ,the board should authorize under secretarial standards 2 .if the board don’t authorize then the members of the company can go the related authority to convene the meeting .
Notice of Meeting
Giving a notice for every meeting is very important, especially in writing to every member, auditor, directors, debenture personnel if any ,and other mentioned person if it can be applied . It should give important in formations such as full address of the place or venue, date ,and what time . It should also show the kind of meeting and business to be done there
Frequency of Annual General Meetings
Each and every company should have a yearly general meeting after six months from the period of closing of the first financial year .or after 15months of the last AGM whichever is first .the first AGM for startups companies can be set up within 6 months from the close of the financial year.
Quorum
In the entire meeting there must be a quorum physically .The nature and type of the company surely will determine the size of the quorum.
Public Company
- 5 members of companies with up to 1000 stakeholders
- 15 members if there are more than 1000, but less than 5000 stakeholders
- 30 members for companies with more than 5000 stakeholders
Private company
Minimum of two members should be available .
Presence of Directors and Auditors
The chairman should give reasons and justification when a director fails to attend a meeting. Secretarial Auditor and auditors should attend the general meeting of the company unless excluded by the company or by their personal reasons .they are given rights to participate at the meeting
Chairman
It is the chairman responsibility to take the head and conduct the meeting.If the chairman is absent ,the directors must step up and vote and choose a chairman among themselves to be the chairman of the meeting. And if the none of the directors are willing to be elected as chairman ,the members that are at the meeting can elect on of them to be the chairman for that meeting
Voting
Each and every idea should be proposed by a member and seconded by another member. The methods of voting include:
- E-voting
- Polls
- Showing of hands at the meeting
Reports readings
Proposals of the financial transactions or issues that have an effect on the productivity of the company should be brought forward at the yearly general meeting.
Distribution of Gifts
No gifts, coupons, or cash in lieu of gifts should be distributed to members at or in connection with the meeting
Minutes
Minutes should be put down in paper for all meetings of the members of the company done, under to the provisions of the Companies Act, 2013. It should contain a clear and correct summary of the meetings proceeding. The chairman should sign and date the minutes at the conclusion. Minutes of all meetings should be recorded permanently in physical or in electronic form with timestamp. All the books of minutes should be kept in the custody of the Company Secretary or any Director if there is no Company Secretary.
