Secretarial Standard SS-2

Secretarial Standard SS-2 (titled 'General Meetings') is issued by the Institute of Company Secretaries of India (ICSI) and made mandatory under Section 118(10) of the Companies Act 2013. It governs the convening, conduct, and recording of Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs).

Notice (Clause 1.2):

• Minimum 21 clear days' notice in writing (excluding date of sending and date of meeting) — Section 101.
• Shorter notice permitted only with consent of members holding at least 95% of paid-up voting capital.
• Notice must include: date, day, time, venue (or VC details for hybrid/virtual meetings), agenda, explanatory statement under Section 102 for special business, proxy form (Form MGT-11), and route map for venue (if physical).
• For listed and certain other companies, e-voting facility must be offered (Rule 20 of the Companies (Management and Administration) Rules 2014).

Quorum (Clause 5):

• Private company: 2 members personally present.
• Public company: 5 / 15 / 30 members personally present based on the number of members as on the date of the meeting (Section 103).
• Proxies are not counted toward quorum.
• If quorum is not present within 30 minutes, the meeting stands adjourned (Section 103(2)).

Chair (Clause 6):

Unless the AoA otherwise provides, members personally present elect one of themselves to chair. For listed companies, the Chairperson of the Board (if available) typically chairs.

Voting (Clauses 8–11):

• By show of hands (default).
• By poll — demanded as a right by members holding at least 1/10th of voting capital or ₹5,00,000 in paid-up capital (Section 109).
• By e-voting — mandatory for listed companies and prescribed unlisted companies.
• Postal ballot — for resolutions covered under Section 110 (or as may be permitted), conducted by sending ballot papers to members.
• Scrutinizer appointed for poll / e-voting / postal ballot; certifies results.

Minutes (Clause 17):

• Prepared and entered within 30 days of the meeting; signed by the Chairperson.
• Must record: attendance, business transacted, voting outcomes, names of proposers and seconders of resolutions, and Chairperson's ruling on any points of order.

AGM-specific (Sections 96, 129):

• AGM must be held every year with gap not exceeding 15 months.
• First AGM within 9 months of end of first financial year; subsequent AGMs within 6 months of end of FY.
• AGM business includes: adoption of audited financial statements, declaration of dividend, appointment of directors retiring by rotation, appointment of auditor and fixing remuneration.

Virtual / hybrid AGMs: Permitted under MCA general circulars; extended periodically. Procedural safeguards for participation and voting must be followed.