SS-2

SECRETARIAL STANDARD
ON GENARAL MEETINGS
Under Companies Act, 2013

H. S. Nijher & Associates

Company Secretaries Firm, Ludhiana.

Presented by:
Date : 06/04/2018
Venue : GNIMT, Model Town CS Hardeep Singh Nijher
Ludhiana [Link]., [Link]., ACS
For : PEDP (Students) cshsnijher@[Link]
+91-99146-22840
+91-73559-75030

*Member Direct Tax Bar Association (DTBA), Ludhiana.

 CS H. S. Nijher 99146-22840

Inside This Presentation !

Issued by
The Institute of Company Secretaries of India
and
approved by the Central Government
under Section 118(10) of the Companies Act, 2013

First version : April 2015 (effective from 1st July,

2015)

Revised Second Version : June 2017 (effective from

1st October, 2017)
 CS H. S. Nijher 99146-22840

INTRODUCTION

This Standard seeks to prescribe a set of

principles for the convening and
conducting of General Meetings and
matters related thereto.

This Standard also deals with conduct of

e-voting and postal ballot.
 CS H. S. Nijher 99146-22840

SCOPE
• This Standard is applicable to all types of General Meetings of all
companies incorporated under the Act except
1. One Person Company (OPC) and
2. a company licensed under Section 8 of the Companies Act, 2013
or corresponding provisions of any previous enactment thereof.

• However, Section 8 companies need to comply with the

applicable provisions of the Act relating to General Meetings.
 CS H. S. Nijher 99146-22840

DEFINITIONS
“Agency” means agency approved or recognised by the Ministry of
Corporate Affairs and appointed by the Board for providing and
supervising electronic platform for voting.

“Articles” means the Articles of Association of a company, as originally

framed or as altered from time to time or applied in pursuance of any
previous company law or the Companies Act, 2013.

“Calendar Year” means calendar year as per Gregorian calendar, i.e., a

period of one year which begins on 1st January and ends on 31st
December.

“Chairman” means the Chairman of the Board or the Chairman

appointed or elected for a Meeting.
 CS H. S. Nijher 99146-22840

“Maintenance” means keeping registers and records either in physical or

electronic form, as may be permitted under any law for the time being in force,
and includes the making of necessary entries therein, the authentication of
such entries and the preservation of such physical or electronic records.

“Meeting” or “General Meeting” or “Annual General Meeting” or “Extra-Ordinary

General Meeting” means a duly convened, held and conducted Meeting of
Members.

“Minutes” means a formal written record, in physical or electronic form, of the

proceedings of a Meeting.

“Minutes Book” means a Book maintained in physical or in electronic form for

the purpose of recording of Minutes.

“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.
 CS H. S. Nijher 99146-22840

“Ordinary Business” means business to be transacted at an Annual General

Meeting relating to

(i) the consideration of financial statements, consolidated financial

statements, if any, and the reports of the Board of Directors and Auditors;

(ii) the declaration of any dividend;

(iii) the appointment of Directors in the place of those retiring; and

(iv) the appointment or ratification thereof and fixing of remuneration of the

Auditors.

“Proxy” means an instrument in writing signed by a Member, authorising

another person, whether a Member or not, to attend and vote on his behalf at
a Meeting and also where the context so requires, the person so appointed by
a Member.

“Quorum” means the minimum number of Members whose presence is

necessary for holding of a Meeting.
 CS H. S. Nijher 99146-22840

“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.

“Secretarial Auditor” means a Company Secretary in Practice or a firm

of
Company Secretary(ies) in Practice appointed in pursuance of the Act
to conduct the secretarial audit of the company.

“Secured Computer System” means computer hardware, software, and

procedure that –
(a) are reasonably secure from unauthorized access and misuse;
(b) provide a reasonable level of reliability and correct operation;
(c) are reasonably suited to performing the intended functions; and
(d) adhere to generally accepted security procedures.
 CS H. S. Nijher 99146-22840

“Special Business” means business other than the Ordinary Business

to be transacted at an Annual General Meeting and all business to be
transacted at any other General Meeting.

“Timestamp” means the current time of an event that is recorded by

a Secured Computer System and is used to describe the time that is
printed to a file or other location to help keep track of when data is
added, removed, sent or received.

“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.

“Voting by postal ballot” means voting by ballot, by post or by

electronic means.

“Voting Right” means the right of a Member to vote on any matter at

a Meeting of Members or by means of e-voting or postal or physical
ballot.
 CS H. S. Nijher 99146-22840

1. Convening a Meeting

1.1 Authority

A General Meeting shall be convened by or on the authority of the

Board.

The Board shall, every year, convene or authorise 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.

The Board may also, whenever it deems fit, call an Extra-Ordinary General Meeting
of the company.
 CS H. S. Nijher 99146-22840
The Board shall, on the requisition of Members who hold, as on the date of the receipt
of a valid requisition,

(a) in the case of company having a share capital, not less than one-tenth of the paid-
up share capital carrying Voting Rights or
(b) in the case of a company not having share capital, not less than one tenth of total
voting power of the company,

call an Extra-Ordinary General Meeting of the company.

If, on receipt of a valid requisition having been made in this behalf, the Board, within
twenty-one days from the date of such receipt, fails to call a Meeting on any day within
forty-five days from the date of receipt of such requisition, the requisitionists may
themselves call and hold the Meeting within three months from the date of requisition,
in the same manner in which the Board should have called and held the Meeting.

Explanatory statement need not be annexed to the Notice of an Extra-Ordinary General

Meeting convened by the requisitionists and the requisitionists may disclose the
reasons for the Resolution(s) which they propose to move at the Meeting.

Such requisition shall not pertain to any item of business that is required to be
transacted mandatorily through postal ballot.
 CS H. S. Nijher 99146-22840

1.2 Notice

1.2.1 Notice in writing of every Meeting shall be given to every Member of the
company. Such Notice shall also be given to the Directors and Auditors of the company,
to the Secretarial Auditor, to Debenture Trustees, if any, and, wherever applicable or so
required, to other specified persons.

In case of a Nidhi, Notice may be served individually only on Members who hold shares
of more than one thousand rupees in face value or more than one percent of the total
paid-up share capital of the company, whichever is less. For other Members, Notice may
be served by a public notice in newspaper circulated in the district where the Registered
Office of the company is situated and by displaying the same on the Notice Board of the
company.
In the case of Members, Notice shall be given at the address registered with the
company or depository. In the case of shares or other securities held jointly by two or
more persons, the Notice shall be given to the person whose name appears first as per
records of the company or the depository, as the case may be. In the case of any other
person who is entitled to receive Notice, the same shall be given to such person at the
address provided by him.
 CS H. S. Nijher 99146-22840
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;

In the absence of a Nominee, the Notice shall be sent to the legal

representative of the deceased Member.

In case of insolvency of a Member, the Notice shall be sent to the

assignee of the insolvent Member.

In case the Member is a company or body corporate which is being

wound up, Notice shall be sent to the liquidator.
 CS H. S. Nijher 99146-22840

1.2.2 Notice shall be sent by hand or by ordinary post or by speed post or by

registered post or by courier or by facsimile or by e-mail or by any other
electronic means. ‘Electronic means’ means any communication sent by a
company through its authorised and secured computer programme which is
capable of producing confirmation and keeping record of such communication
addressed to the person entitled to receive such communication at the last
electronic mail address provided by the Member.

In case the Notice and accompanying documents are given by e-mail, these
shall be sent at the Members’ e-mail addresses, registered with the company or
provided by the depository, in the manner prescribed under the Act.

The company shall ensure that it uses a system which produces confirmation of
the total number of recipients e-mailed and a record of each recipient to whom
the Notice has been sent and copy of such record and any Notices of any failed
transmissions and subsequent re-sending shall be retained by or on behalf of
the company as “proof of sending” for such period as decided by the Board,
which shall not be less than three years from the date of the Meeting.
 CS H. S. Nijher 99146-22840

In case of the Directors, Auditors, Secretarial Auditors and others, if any, the
Notice and accompanying documents shall be sent at the e-mail addresses
provided by them to the company, if being sent by electronic means.

Notice 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 ;

(b) if the item of business is being transacted through postal ballot.

If a Member requests for delivery of Notice through a particular mode, other

than the one followed by the company, he shall pay such fees as may be
determined by the company in its Annual General Meeting and the Notice shall
be sent to him in such mode.

Notice shall be sent to Members by registered post or speed post or e-mail if

the Meeting is called by the requisitionists themselves where the Board had
not proceeded to call the Meeting.
 CS H. S. Nijher 99146-22840

1.2.3 In case of companies having a website, the Notice shall simultaneously

be hosted on the website till the conclusion of the Meeting.

In case of a private company, the Notice shall be hosted on the website of the
company, if any, unless otherwise provided in the Articles.

1.2.4 Notice shall specify the day, date, time and full address of the venue of
the Meeting.

Notice of Annual General Meeting shall also specify the serial number of the
Meeting.

Notice shall contain complete particulars of the venue of the Meeting including
route map and prominent land mark, if any, for easy location, except in case of–
(i) a company in which only its directors and their relatives are members;
(ii) a wholly owned subsidiary.

An Annual General Meeting and a Meeting called by the requisitionists shall

be called during business hours, i.e., between 9 a.m. and 6 p.m., on a day that
is not a National Holiday.
 CS H. S. Nijher 99146-22840
Annual General Meetings 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, whereas other General Meetings
may be held at any place within India. A Meeting called by the requisitionists
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.

In case of a Government company, the Annual General Meeting shall be held at

its registered office or any other place with the approval of the Central
Government, as may be required in this behalf.

Notice of a company which has a share capital or the Articles of which provide
for voting at a Meeting by Proxy, shall prominently contain a statement that a
Member entitled to attend and vote is entitled to appoint a Proxy, or where
that is allowed, one or more Proxies, to attend and vote instead of himself and
that a Proxy need not be a Member.

In case of a private company, the Notice shall specify the entitlement of a

member to appoint Proxy in accordance with this para, unless otherwise
provided in the Articles.
 CS H. S. Nijher 99146-22840
1.2.5 Notice shall clearly specify the nature of the Meeting and the business
to be transacted thereat. In respect of items of Special Business, each such
item shall be in the form of a Resolution and shall be accompanied by an
explanatory statement which shall set out all such facts as would enable a
Member to understand the meaning, scope and implications of the item of
business and to take a decision thereon. In respect of items of Ordinary
Business, Resolutions are not required to be stated in the Notice.

The nature of the concern or interest (financial or otherwise), if any, of the

following persons, in any special item of business or in a proposed Resolution,
shall be disclosed in the explanatory statement:
(a) Directors and Manager;
(b) Other Key Managerial Personnel; and
(c) Relatives of the persons mentioned above.

In case any item of Special Business to be transacted at a Meeting of the

company relates to or affects any other company, the extent of shareholding
interest in that other company of every Promoter, Director, Manager and of
every other Key Managerial Personnel of the first mentioned company shall, if
the extent of such shareholding is not less than two percent of the paid-up
share capital of that company, also be stated in the explanatory statement.
 CS H. S. Nijher 99146-22840

Where reference is made to any document, contract, agreement, the Memorandum of

Association or Articles of Association, the relevant explanatory statement shall state that
such documents are available for inspection and such documents shall be so made
available for inspection in physical or in electronic form during specified business hours at
the Registered Office of the company and copies thereof shall also be made available for
inspection in physical or electronic form at the Head Office as well as Corporate Office of
the company, if any, if such office is situated elsewhere, and also at the Meeting.

In case of a private company, explanatory statement shall comply with the above
requirements, unless otherwise provided in the Articles.

In all cases relating to the appointment or re-appointment and/or fixation of

remuneration of Directors including Managing Director or Executive Director or Whole -
time Director or of Manager or variation of the terms of remuneration, details of each
such Director or Manager, including age, qualifications, experience, terms and conditions
of appointment or re-appointment along with details of remuneration sought to be paid
and the remuneration last drawn by such person, if applicable, date of first appointment
on the Board, shareholding in the company, relationship with other Directors, Manager
and other Key Managerial Personnel of the company, the number of Meetings of the
Board attended during the year and other Directorships, Membership/ Chairmanship of
Committees of other Boards shall be given in the explanatory statement.
 CS H. S. Nijher 99146-22840
In case of appointment of Independent Directors, the justification for choosing the
appointees for appointment as Independent Directors shall be disclosed and in case of
re-appointment of Independent Directors, performance evaluation report of such
Director or summary thereof shall be included in the explanatory statement.

1.2.6 Notice and accompanying documents shall be given at least twenty-one clear
days in advance of the Meeting.

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 case of a private company, the period of sending Notice including accompanying

documents shall be as stated above, unless otherwise provided in the Articles.

In case a valid special Notice under the Act has been received from Member(s), the
company shall give Notice of the Resolution to all its Members at least seven days before
the Meeting, exclusive of the day of dispatch of Notice and day of the Meeting, in the
same manner as a Notice of any General Meeting is to be given.
 CS H. S. Nijher 99146-22840

Where this is not practicable, the Notice shall be published 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, at least seven days before the Meeting, exclusive of the
day of publication of the Notice and day of the Meeting. In case of companies having a
website, such Notice shall simultaneously be hosted on the website.
1.2.7 Notice and accompanying documents may be given at a shorter period
of time if consent in writing is given thereto, by physical or electronic means,
by not less than ninety-five percent of the Members entitled to vote at such
Meeting.
The request for consenting to shorter Notice and accompanying documents
shall be sent together with the Notice and the Meeting shall be held only if the
consent is received prior to the time fixed for the Meeting from not less than
ninety-five percent of the Members entitled to vote at such Meeting.
The company shall ensure compliance of provisions relating to appointment of
Proxy unless all the Members entitled to vote at such Meeting, consent to
holding of the General Meeting at shorter Notice.
In case of a private company, consent for shorter Notice shall be obtained from
such number of members as specified in this para, unless otherwise provided in
the Articles.
 CS H. S. Nijher 99146-22840
1.2.8 No business shall be transacted at a Meeting if Notice in accordance with this
Standard has not been given.
However, any accidental omission to give Notice to, or the non-receipt of such Notice by
any Member or other person who is entitled to such Notice for any Meeting shall not
invalidate the proceedings of the Meeting.

1.2.9 No items of business other than those specified in the Notice and those
specifically permitted under the Act shall be taken up at the Meeting.
A Resolution shall be valid only if it is passed in respect of an item of business contained
in the Notice convening the Meeting or it is specifically permitted under the Act.

Items specifically permitted under the Act which may be taken up for consideration at
the Meeting are :
(a) Proposed Resolutions, the Notice of which has been given by Members;
(b) Resolutions requiring special Notice, if received with the intention to move;
(c) Candidature for Directorship, if any such Notice has been received.

Where special Notice is required of any Resolution and Notice of the intention to move
such Resolution is received by the company from the prescribed number of Members,
such item of business shall be placed for consideration at the Meeting after giving Notice
of the Resolution to Members in the manner prescribed under the Act.
Any amendment to the Notice, including the addition of any item of business, can be
made provided the Notice of amendment is given to all persons entitled to receive the
Notice of the Meeting at least twenty-one clear days before the Meeting.
 CS H. S. Nijher 99146-22840
1.2.10 Notice shall be accompanied, by an attendance slip and a Proxy form
with clear instructions for filling, stamping, signing and/or depositing the
Proxy form.

1.2.11 A Meeting convened upon due Notice shall not be postponed or

cancelled.
If, for reasons beyond the control of the Board, a Meeting cannot be held on the
date originally fixed, the Board may reconvene the Meeting, to transact the
same business as specified in the original Notice, after giving not less than three
days intimation to the Members. The intimation shall be either sent individually
in the manner stated in this Standard or published 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.
 CS H. S. Nijher 99146-22840

2. Frequency of Meetings
2.1 Annual General Meeting
Every company shall, in each Calendar Year, hold a General Meeting called the
Annual General Meeting.
Every company shall hold its first Annual General Meeting within nine months from
the date of closing of the first financial year of the company and thereafter in each
Calendar Year within six months of the close of the financial year, with an interval
of not more than fifteen months between two successive Annual General
Meetings. The aforesaid period of six months or interval of fifteen months may be
extended by a period not exceeding three months with the prior approval of the
Registrar of Companies, in case of any Annual General Meeting other than the first
Annual General Meeting. If a company holds its first Annual General Meeting, as
aforesaid, it shall not be necessary for the company to hold any Annual General
Meeting in the Calendar Year of its incorporation.

2.2 Extra-Ordinary General Meeting

Items of business other than Ordinary Business may be considered at an Extra-
Ordinary General Meeting or by means of a postal ballot, if thought fit by the
Board.
 CS H. S. Nijher 99146-22840

3. Quorum
3.1 Quorum shall be present throughout the Meeting.

Quorum shall be present not only at the time of commencement of the Meeting but
also while transacting business.
Unless the Articles provide for a larger number, the Quorum for a General Meeting shall
be:
(a) in case of a public company, –
(i) 5 Members personally present - number of Members not more than 1000;
(ii) 15 Members personally present - number of Members more than 1000 to 5000;
(iii) 30 Members personally present - number of Members exceeds 5000;

(b) in the case of a private company, 2 Members personally present.

Where the Quorum provided in the Articles is higher than that provided under
the Act, the Quorum shall conform to such higher requirement.

Members need to be personally present at a Meeting to constitute the Quorum.

Proxies shall be excluded for determining the Quorum.

 CS H. S. Nijher 99146-22840
3.2 A duly authorised representative of a body corporate or the representative
of the President of India or the Governor of a State is deemed to be a Member
personally present and enjoys all the rights of a Member present in person.

1 Atleast 2 person required to fulfill the quorum.

2. E-voting members can also attend physical meeting and counted for quorum.

3. Related party member also counted for quorum if present.

4. No such requirement if postal ballot system is there.

4. Presence of Directors and Auditors

Directors

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

The Chairman of the Audit Committee, Nomination and Remuneration Committee and the
Stakeholders Relationship Committee, or any other Member of any such Committee
authorised by the Chairman of the respective Committee to attend on his behalf, shall attend
the General Meeting.
 CS H. S. Nijher 99146-22840
4.1.2 Directors who attend General Meetings of the company and the
Company Secretary shall be seated with the Chairman.
The Company Secretary shall assist the Chairman in conducting the Meeting.

4.2 Auditors
The Auditors, unless exempted by the company, shall, either by themselves or
through their authorised representative, attend the General Meetings of the
company and shall have the right to be heard at such Meetings on that part of
the business which concerns them as Auditors.
The authorised representative who attends the General Meeting of the company
shall also be qualified to be an Auditor.

4.3 Secretarial Auditor

The Secretarial Auditor, unless exempted by the company shall, either by
himself or through his authorised representative, attend the Annual General
Meeting and shall have the right to be heard at such Meeting on that part of
the business which concerns him as Secretarial Auditor.
The Chairman may invite the Secretarial Auditor or his authorised representative
to attend any other General Meeting, if he considers it necessary.
The authorised representative who attends the General Meeting of the company
shall also be qualified to be a Secretarial Auditor.
 CS H. S. Nijher 99146-22840

5. Chairman

5.1 Appointment

The Chairman selected from present members within 15 minutes, the Chairman absent or
not interested to be Chairman.

Chairman condeuct meeting in fair and in manner.

5.2 The Chairman shall explain the objective and implications of the Resolutions

5.3 In case of public companies, the Chairman shall not propose any Resolution in which
he is deemed to be concerned or interested nor shall he conduct the proceedings for
that item of business.
 CS H. S. Nijher 99146-22840

6. Proxies

6.1 Right to Appoint

a) Proxy can act on behalf of Members not exceeding 50.
b) holding in the aggregate not more than 10% of the total share capital.

Except if one person appoints proxy for member who himself/herself holds more
than 10 %.

Private company along with articles, follow this.

 CS H. S. Nijher 99146-22840

7. Voting
7.1 Proposing a Resolution at a Meeting

(except remote e-voting or poll has been demanded )

7.2 E-voting

Listed Company (except SME Exchange) - members more than 1000

Nidhi’s not required

The facility of Remote e-voting does not dispense with the requirement of holding a
General Meeting by the company.

7.2.2 Voting at the Meeting

Every company, which has provided e-voting facility to its Members, shall
also put every Resolution to vote through a ballot process at the Meeting.
 CS H. S. Nijher 99146-22840
Member cast Remote e-voting is prohibited to vote at the Meeting and his vote,
if
any, cast at the Meeting shall be treated as invalid.

A Proxy can vote in the ballot process.

7.3 Show of Hands

Every company shall, at the Meeting, put every Resolution, except a Resolution
which has been put to Remote e-voting, to vote on a show of
hands at the first instance, unless a poll is validly demanded.
A Proxy cannot vote on a show of hands.
In case of a private company, the voting by show of hands shall be in accordance
with this para, unless otherwise provided in the Articles.

7.4 Poll
The Chairman shall order a poll upon receipt of a valid demand for poll either
before or on the declaration of the result of the voting on any Resolution on
show of hands.
 CS H. S. Nijher 99146-22840
7.5 Voting Rights

7.5.1 Every Member holding equity shares and, in certain cases as prescribed in the Act,
every Member holding preference shares, shall be entitled to vote on a Resolution.

7.5.2 A Member who is a related party is not entitled to vote on a Resolution relating to
approval of any contract or arrangement in which such Member is a related party.

In case of a private company, a member who is a related party is entitled to vote on

such Resolution.

7.6 Second or Casting Vote

Unless otherwise provided in the Articles, in the event of equality of votes, whether on
show of hands or electronically or on a poll, the Chairman of the Meeting shall have a
second or casting vote.
 CS H. S. Nijher 99146-22840

8.1 to 8.3 8. Conduct of e-voting

To all its members, whoso ever opted or not.

Remain open not less than 3 days.

The voting period shall close at 5 p.m. on the day preceding the date of the General
Meeting.

8.4

The Board shall:

a) appoint one or more scrutinisers for e-voting or the ballot process;
b) decide the cut-off date for the purpose of reckoning the names of Members
who are entitled to Voting Rights;

The cut-off date for determining the Members who are entitled to vote through
Remote e-voting or voting at the meeting shall be a date not earlier than 7 days
prior to the date fixed for the Meeting.
 CS H. S. Nijher 99146-22840

8.5 Notice

Before 21 days

Email,
on website,
on agency’s website,
companies website,
Newspaper

Procedure of E-voting,
Remote E-voting

Dates for voting etc.

 CS H. S. Nijher 99146-22840
8.6 Declaration of results
8.6.1 The scrutiniser(s) shall submit his report within three days from the date
of the Meeting to the Chairman or a person authorised by him, who shall
countersign the same and declare the result of the voting forthwith with
details of the number of votes cast for and against the Resolution, invalid votes
and whether the Resolution has been carried or not.

8.6.2 The result of the voting, with details of the number of votes cast for and
against the Resolution, invalid votes and whether the Resolution has been
carried or not shall 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. Further, the results of voting
alongwith the scrutiniser’s report shall also be placed on the website of the
company, in case of companies having a website and of the Agency,
immediately after the results are declared.

8.6.3 The Resolution, if passed by a requisite majority, shall be deemed to have

been passed on the date of the relevant General Meeting.
 CS H. S. Nijher 99146-22840
8.7 Custody of scrutinisers’ register, report and other related papers

The scrutinisers’ register, report and other related papers received from the
scrutiniser(s) shall be kept in the custody of the Company Secretary or any
other person authorised by the Board for this purpose.

9. Conduct of Poll
9.1 When a poll is demanded on any Resolution, the Chairman shall get the
validity of the demand verified and, if the demand is valid, shall order the poll
forthwith if it is demanded on the question of appointment of the Chairman or
adjournment of the Meeting and, in any other case, within forty-eight hours of
the demand for poll.

9.2 In the case of a poll, which is not taken forthwith, the Chairman shall
announce the date, venue and time of taking the poll to enable Members to
have adequate and convenient opportunity to exercise their vote. The
Chairman may permit any Member who so desires to be present at the time of
counting of votes.
 CS H. S. Nijher 99146-22840
If the date, venue and time of taking the poll cannot be announced at the
Meeting, the Chairman shall inform the Members, the modes and the time of
such communication, which shall in any case be within twenty four hours of
closure of the Meeting.
A Member who did not attend the Meeting can participate and vote in the poll in
such cases.
In case of a private company, the demand and conduct of poll shall be as stated
above, unless otherwise provided in the Articles.

9.3 Each Resolution put to vote by poll shall be put to vote separately.
One ballot paper may be used for more than one item.

9.4 Appointment of scrutinisers

The Chairman shall appoint such number of scrutinisers, as he deems necessary,
who may include 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, to ensure that the
scrutiny of the votes cast on a poll is done in a fair and transparent manner.
In case of a private company, the appointment of scrutiniser(s) shall be in
accordance with this para, unless otherwise provided in the Articles.
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9.5 Declaration of results

9.5.1 The scrutiniser(s) shall submit his report within seven days from the last
date of the poll to the Chairman who shall countersign the same and declare
the result of the poll within two days of the submission of report by the
scrutiniser, with details of the number of votes cast for and against the
Resolution, invalid votes and whether the Resolution has been carried or not.

In case Chairman is not available, for such purpose, the report by the scrutiniser
shall be submitted to a person authorised by the Chairman to receive such
report, who shall countersign the scrutiniser’s report on behalf of the Chairman.

The result shall be announced by the Chairman or any other person authorised
by the Chairman in writing for this purpose.

The Chairman of the Meeting shall have the power to regulate the manner in
which the poll shall be taken and shall ensure that the poll is scrutinised in the
manner prescribed under the Act.
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Please : GO TO SS-2- desktop

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THANK YOU…….!
H. S. NIJHER & ASSOCIATES,
COMPANY SECRETARIES FIRM
LUDHIANA.
Contact No. +91-99146-22840 (Watts App)
+91-73559-75030
Email ID: cshsnijher@[Link].