Module 1

Over View of Companies

Act, 2013
Types of Companies
Types of Companies
• Based on Incorporation
• Chartered Companies
• These companies comes into existence when a special charter is granted by the
King or Queen or the Head of the country.
• East India Company, Bank of England
• Statutory Companies
• These companies are established by passing special acts at the Parliament or
Assembly.
• RBI(Reserve Bank of India) LIC(Life Insurance Corporation) UTI(Union Trust of
India)
• Registered Companies
• These companies are registered under the Companies Act 1956 or 2013. Suitable
for any business endeavors or private entrepreneurs.
• RIL, Hindustan Aeronautical ltd.
Types of Companies
• Based on Liability
• Companies limited by shares
• The share holders of such company enjoys limit to the liability of the
company in the event of winding up, till the extent of the unpaid value of
shares. Else they do not have to pay anything else.
• Companies limited by guarantee
• The members of the firm undertake to pay specified amount to the firm
during the even of winding up over and above the value of shares, this
amount is specified in the memorandum of association.
• Unlimited liability
• The liabilities of the members towards the debts is unlimited. If they are
not able to pay the amount then they may have to bring the amount from
their personal estate.
Types of Companies
• Based on Ownership
• Private company
• This company must be formed minimum by 2 members, a) Restricts the members
till 200 b) Does not issue shares c) Minimum capital requirement is 1,00,000 d)
Restricts transfer of shares.
• Public company
• A company which is not a private company, i.e. there is no limit to the members,
min capital requirements is 5,00,000. allows transferability of shares and
debentures, issues shares.
• Government companies
• Section 617 of co. act defines, a government company as one which holds not less
that 51% of paid up share capital of other company. Held by central or state
government or partly by both central and state government.
Types of Companies

• Based on Mutual Relationship

• Holding company
• A company controlling subsidiary company, it is the one which holds not less that
51% of the paid up share capital of another company and which controls the
composition of the board of directors of another firm.

• Subsidiary company
• Simply, a company which is under the control of the holding company is called
subsidiary
Types of Companies

• Based on Country of Origin

• Domestic Company

• Foreign Company
Registrar of Companies
• Registrars of Companies (ROC) appointed under Section 609 of the Companies Act by
Ministry of Corporate Affairs covering the various States and Union Territories are vested
with the primary duty of registering companies and LLPs floated in the respective states
and the Union Territories and ensuring that such companies and LLPs comply with
statutory requirements under the Act.

• These offices function as registry of records, relating to the companies registered with
them, which are available for inspection by members of public on payment of the
prescribed fee. The Central Government exercises administrative control over these
offices through the respective Regional Directors.
Registrar of Companies
• There are currently 22 Registrars of Companies (ROC) operating from offices in all major
states of India. Some states, such as Maharashtra and Tamil Nadu, have two ROCs each.
Section 609 of the Companies Act

• The Union Government maintains administrative control over ROCs through Regional
Directors. There are 7 Regional Directors

• The Registrar of Company takes care of company registration (also known as

incorporation) in India, completes reporting and regulation of companies and their
directors and shareholders, and also oversees government reporting of various matters
including the annual filling of various documents.
Registrar of Companies - Powers
• Powers in Relation to Registration of Companies
• Section 7: Incorporation of Company and Certificate of Incorporation

• Powers Related to Inspection, Inquiry, and Investigation

• Section 206: Power to call for information, inspect books and conduct
inquiries
• Section 209: Search and Seizure

• Power of Registrar to Remove Name from Register of Companies

• Section 248: Dissolved Companies
Registrar of Companies - Functions
• Section 77(2) – the Registrar is required to issue a certificate of registration
in the prescribed form and manner to the company
• Section 81 – Registrar is required to keep the register of charges in respect
of every company
• Section 93 – Return is to be filed with Registrar in case promoters’ stake
changes
• Section 137 – Copy of Financial Statement to be filed with the Registrar
• Section 157 – Company to inform the Registrar of the Identification
Number
• Section 208 – After inspection and inquiry, the Registrar is required to
submit a report in writing to the Central Government
 KARNATAKA

Registrar Of Companies
'E' Wing, 2nd Floor, Kendriya Sadana
Kormangala, Banglore-560034
Phone: 080-25633105 (Direct),
080-25537449/25633104
Fax: 080-25538531

RD- Reginal Director

ROC – Registrar of Companies
OL – Official Liquidators
Securities and Exchange
Board of India(SEBI)
• SEBI is essentially a statutory body of the Indian Government that was established on the
12th of April in 1992.

• It was introduced to promote transparency in the Indian investment market.

• It is entrusted with the task to regulate the functioning of the Indian capital market.

• The regulatory body lays focus on monitoring and regulating the securities market in
India to safeguard the interest of investors and aims to inculcate a safe investment
environment.

• It helps by implementing several rules and regulations as well as by formulating

investment-related guidelines.
Securities and Exchange Board of India(SEBI)

• It was officially established by The Government of India in the year 1988 and given
statutory powers in 1992 with SEBI Act 1992 being passed by the Indian Parliament

• SEBI has its Headquarters at the business district of Bandra Kurla Complex in Mumbai,
and has Northern, Eastern, Southern and Western Regional Offices in New Delhi,
Kolkata, Chennai and Ahmedabad respectively.

• Initially SEBI was a non statutory body without any statutory power.

• However in the year of 1995, the SEBI was given additional statutory power by the
Government of India through an amendment to the Securities and Exchange Board of
India Act, 1992.
Securities and Exchange Board of India(SEBI)
Functions
• To protect the interests of Indian investors in the securities market.

• To promote the development and hassle-free functioning of the securities market.

• To regulate the business operations of the securities market.

• To serve as a platform for portfolio managers, bankers, stockbrokers, investment advisers,

merchant bankers, registrars, share transfer agents and other people.

• To educate investors about securities markets and their intermediaries.

• To prohibit fraudulent and unfair trade practices within the securities market and related to it.

• To monitor company take-overs and acquisition of shares.

Securities and Exchange Board of India(SEBI)

• Powers and Responsibilities

• To approve by−law sof stock exchanges.

• Inspect the books of accounts and call for periodical returns from recognized
stock exchanges.

• Inspect the books of accounts of a financial intermediaries.

• Compel certain companies to list their shares in one or more stock exchanges.

• Registration of brokers.
Securities and Exchange Board of India(SEBI)
Company Secretary
• A Company Secretary means “a person who is a member of the
Institute of Company Secretaries of India”. [Sec. 2(i) (c) of the
Company Secretaries Act, 1980]

• According to Section 2(45) of the Companies Act, 1956, “Secretary

means any individual possessing the prescribed qualifications,
appointed to perform the duties which may be performed by a sec-
retary under this Act and any other ministerial or administrative
duties”.
Company Secretary – Legal Status
• (a) Servant of the company: The Secretary of a company is servant of the
company, whose duty is to act in accordance within the instructions given to
him by directors.
• (b) Agent of the company: The secretary of a company, being chief
administrative officer of the company by virtue of his office, is also an
agent of the company in a restricted sense. He has authority to enter into
contracts on behalf of the company as regards matters connected with office
administration.
• (c) Officer of the company: As an officer of the company, the secretary
may incur personal liability to statutory penalties by reason of non-
compliance with the requirements of Companies Act, 2013. Besides, he is a
chief officer under whose supervision all ministerial and administrative
work at registered office of the company is carried on.
Company Secretary – Legal Status
• A secretary occupies a very important position in the administrative
setup of the company. He is an officer of the company with extensive
duties and responsibilities.
• He regularly makes representations on behalf of the company and
enters into contracts on its behalf which come within the day-to-day
running of the company’s business
• Companies Act also regards him as the principal officer of the
company who is personally responsible for filing various returns to the
Registrar of Companies.
Company Secretary – Legal Status
• It is the duty of the Company Secretary to execute the policy decisions
of the Board of Directors.
• The secretary communicates the decisions of the Board of Directors to
the staff, shareholders and the public. Here the secretary is the liaison
officer between the Directors and others.
• The secretary has to convene and conduct all meetings of the
company. He will prepare the agenda and send notice to all concerned
and help the Chairman of the meeting in conducting the meeting.
• It is rightly said that while the Directors are the brains of the
company, the secretary is its ears, eyes and hands.
Company Secretary – Qualifications
• Statutory Qualifications:
• The qualifications as prescribed by the Companies (Secretary’s
Qualifications) Rules 1975, for the Secretary of a Company are:
• (a) In case of a company having a paid-up share capital of Rs. 50 lakhs or more, the
Secretary must be a member of the Institute of Company Secretaries of India incorporated
under the Companies Act, 1956 / (2013) , and licensed under Sec. 25 of that Act. A person
who is a member of the Institute of Chartered Secretaries of London shall also be eligible
for appointment as Secretary of such a company.
• (b) In the case of any other company, one or more of the following qualifications shall
have to be possessed by the Secretary:
• A degree in law granted by any university.
• Membership of the Institute of Chartered Accountants of India.
• Membership of the Institute of Cost and Works Accountants of India.
• A post-graduate degree or diploma in Management granted by any university or the Indian
Institute of Management.
• A post-graduate degree in Commerce granted by any university.
• A diploma in Company Law granted by any Indian Law Institute.
 Company Secretary – Qualifications
Other Qualifications:
A Company Secretary should also possess the following special qualifications:
1. Knowledge of Company Law:
The Secretary must know the detailed provisions of the Companies Act and its implications. He must have
a knowledge of the rules of meetings.
2. Knowledge of Mercantile Law:
Most of the companies carry on their business as mercantile firms and have to act according to different
provisions of Mercantile Law including the Contract Act, Sale of Goods Act, Negotiable Instruments Act,
Insurance Act etc.
The company also faces problems of labour, trademarks, patents, copyrights and so on. Therefore, the
Secretary must have a sound knowledge of Labour Laws, Factories Act, Mercantile Laws and Patent,
Copyright and Trade Mark Laws.
3. Knowledge of Economics:
In order to handle economic problems of the company, the Secretary should have a sound knowledge of
Economics—theoretical and practical—general money market, capital market and financial institutions.
4. General Knowledge:
The Secretary must have a sound general knowledge. He must have thorough acquaintance with social,
political and economic conditions of the country.
5. The Secretary must be smart, unbiased, and must have high IQ, presence of mind and
amiable personality.
Company Secretary - Appointment
• The First Secretary of a company is generally appointed by promoters and
his name may be mentioned in the Articles of Association.

• If the First Secretary is appointed subsequently, it has to be done by the

Board of Directors by passing a resolution in their meeting. The terms and
conditions of appointment should be mentioned in the resolution of the
Board meeting.

• A Director may also be appointed as a Secretary.

Company Secretary - Dismissal
• The Secretary is a servant of the company and his dismissal is governed by the
normal law applicable to master and servant. The Secretary can ordinarily be
dismissed by the Board of Directors. He may be removed in the following manner:
i. By giving a written notice;
ii. On the expiry of the tenure of service;
iii. In such manner as prescribed by the Articles of Association of the company.

• The Secretary may also be removed without notice for:

i. Willful misconduct;
ii. Willful disobedience to order of the manner;
iii. Negligence of duty;
iv. Permanent disability; and
v. Moral turpitude.
Company Secretary - Rights
• Company Secretary is a senior level officer. He enjoys the rights as per
the agreement signed by him with the Company. Some rights areas
follows:
i. As a senior level officer Company Secretary can supervise, control and he
can direct subordinate officers and employee.
ii. A Company Secretary can sign any contract or agreement on behalf of the
company as a principle officer of a company, subject to the delegation of
power by the board of the company.
iii. Company Secretary can issue guidelines for the employees on behalf of the
company.
Company Secretary - Rights
iv. Company Secretary can attend meeting of shareholders and the meeting of
board of directors.
v. During Winding up he can claim his legal dues as a preferential creditor of
a company.
vi. He can sign and authenticate the proceeding of meetings (Board, Annual
general or extra ordinary general meeting) and other documents on behalf
of the company where common seal is not required.
vii. Company Secretary is a Compliance Officer and he has a right to blow
whistle whenever he finds the conduct of the officers or of the directors of
the company are detrimental to the interest of the company.
Company Secretary - Duties
1. Statutory Duties:
i. Duties towards the company: The Companies Act, 2013 imposes a number
of duties on the secretary such as:
a. To make a statutory declaration for obtaining certificate of commencement of business
b. To sign annual report
c. To sign every balance sheet and every profit and loss account in case of non-banking
companies.
ii. Duties to directors: The duties of a company secretary in relation to
directors are:
a. To work according to instructions of directors;
b. To maintain all important correspondence, files and records for reference of directors;
and
c. To draft directors report.
Company Secretary - Duties
iii. Duties to whole-time managerial authority: If a company is managed by
managing directors or a manager, the main duties of a company secretary in
relation to such managerial personnel are:
a. To organize and control head office of the company efficiently;
b. To submit all statutory returns in time; and
c. To draft contracts with vendors, if any, and also with underwriters and share brokers.
Company Secretary - Duties
2. General Duties:
i. Duties towards office and staff: It is a company secretary’s duty to see that
various departments are properly organized, supervised, coordinated and
adequately staffed. He must act as a friend, philosopher and guide to staff.

ii. Other duties: The miscellaneous duties of a company secretary are:

a. To represent the company on social functions;
b. To act very cautiously and in the best interest of the company, in case of any
emergency;
c. To act with authority and maintain secrecy of confidential matters; and
d. To perform his duties honestly and diligently.
Secretarial Audit
• A newly emerged mechanism/ tool under the Companies Act 2013 to
monitor the compliance of applicable laws of specific category of
Companies.
• It is an extended version of Compliance Certificate under the
Companies Act 1956.
• It is a process to check compliance with the provisions of various laws/
rules/ regulations/procedures
• It has to be conducted by a Practicing Company Secretary.
• Any contravention by officer in default / practicing company secretary to
attract monetary fine from Rs. 1 lakh to Rs. 5 lakhs
To Which Companies Secretarial Audit is Mandatory?
As per section 204 of the Companies Act, 2013 and Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, following companies are required to obtain ‘Secretarial Audit
Report’ form independent practicing company secretary;
• (1) Every listed company
• (2) Every public company having a paid-up share capital of Fifty Crore rupees or
more or
• (3) (b) Every public company having a turnover of Two Hundred Fifty
Crore rupees or more.

• “Turnover” means the aggregate value of the realization of amount made

from the sale, supply or distribution of goods or on account of services
rendered, or both, by the company during a financial year. [Section 2(91)]
• Secretarial Audit is also mandatory to a private company which is a
subsidiary of a public company, and which falls under the prescribed class
of companies
Who can be Appointed as Secretarial Auditor?

• Only a member of the Institute of Company Secretaries of India

holding certificate of practice (company secretary in practice) can
conduct Secretarial Audit and furnish the Secretarial Audit Report to
the Company.
Secretarial Audit
• Applicability
• i. Section 204 of the Companies Act, 2013
• ii. Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
• Rule 8 of the Companies (Meetings of Board and its powers) Rules, 2014
• Appointment Process
• The appointment and fixation of Remuneration of Secretarial Auditor shall be
done in a Board Meeting. [Section 179(3)]
• The Company to obtain consent from the proposed Secretarial Auditor before
such appointment above.
• Appointment can be there for a particular Financial Year.
• The Company to file Form MGT-14 with the Registrar of Companies. [Section
117]
Scope of Secretarial Audit
• The Companies Act, 2013 (the Act) and the rules made there-under
• The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the
rules made there-under
• The Depositories Act, 1996 and the Regulations and Bye-laws framed
there-under
• Foreign Exchange Management Act, 1999 and the rules and
regulations made there-under to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial
Borrowings
 Scope of Secretarial Audit
• The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 (‘SEBI Act’):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
1992
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009
d. The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the Companies Act and dealing with client
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998
Scope of Secretarial Audit
• Secretarial Standards issued by The Institute of Company Secretaries
of India.
• The Listing Agreements entered into by the Company with Stock
Exchange(s), if applicable;
• Other laws as may be applicable specifically to the company
Secretarial Audit
• Audit Process
• Initial Discussion with the Company Representatives.
• Draw the Scope of Audit and determination of relevant laws to the Company.
• Assimilation of Company details/ events subject to audit.
• Provision of Checklist and Time Schedule.
• Compilation of documents/ details/ Information/ clarification from the Company.
• Obtain Representation letters/undertakings/ Certificates from the Management
including the functional Heads.
• Submission of Initial draft Report with the Board.
• Seeking explanations and clarifications to finalize the Report.
• Finalize and submit the final draft report addressing members of the Company shall
be submitted to the Board in Form MR-3.
Secretarial Audit
• Beneficiaries
Secretarial Standard 1
SECRETARIAL STANDARD ON MEETINGS
OF THE BOARD OF DIRECTORS
Secretarial Standard 1 – Scope/Applicability
• This Standard is applicable to the Meetings of Board of Directors of
all companies incorporated under the Act except One Person Company
(OPC) in which there is only one Director on its Board and 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 Board Meetings.
• The principles in this Standard for Meetings of the Board of Directors
are also applicable to Meetings of Committee(s) of the Board, unless
otherwise stated herein or stipulated by any other applicable
Guidelines, Rules or Regulations.
Secretarial Standard 1 – Definitions
• “Act” means 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.
• “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 its Committee, as the
case may be, or the Chairman appointed or elected for a Meeting.
• “Committee” means a Committee of Directors mandatorily required to be
constituted by the Board under the Act.
 Secretarial Standard 1 – Definitions
• “Electronic Mode” in relation to Meetings means Meetings through video conferencing or other audio-visual means.
“Video conferencing or other audiovisual means” means audio-visual electronic communication facility employed which
enables all the persons participating in a Meeting to communicate concurrently with each other without an intermediary
and to participate effectively in the Meeting.

• “Invitee” means a person, other than a Director and Company Secretary, who attends a particular Meeting by invitation.

• “Maintenance” means keeping of 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 appropriate entries therein, the authentication of such
entries and the preservation of such physical or electronic records.

• “Meeting” means a duly convened, held and conducted Meeting of the Board or any Committee thereof.

• “Minutes” means a formal written record, in physical or electronic form, of the proceedings of a Meeting.
Secretarial Standard 1
• 1. Convening a Meeting
• 1.1 Authority
• 1.1.1 Any Director of a company may, at any time, summon a Meeting of the Board, and
the Company Secretary or where there is no Company Secretary, any person authorized
by the Board in this behalf, on the requisition of a Director, shall convene a Meeting of
the Board, in consultation with the Chairman or in his absence, the Managing Director or
in his absence, the Whole-time Director, where there is any, unless otherwise provided in
the Articles.
• 1.1.2 The Chairman may, unless dissented to or objected by the majority of Directors
present at a Meeting at which a Quorum is present, adjourn the Meeting for any reason, at
any stage of the Meeting.
• 1.2 Day, Time, Place, Mode and Serial Number of Meeting
• 1.2.1 Every Meeting shall have a serial number.
• 1.2.2 A Meeting may be convened at any time and place, on any day.
Secretarial Standard 1
• 1.2.3 Any Director may participate through Electronic Mode in a Meeting
unless the Act or any other law specifically prohibits such participation
through Electronic Mode in respect of any item of business.
• 1.3 Notice
• 1.3.1 Notice in writing of every Meeting shall be given to every Director by
hand or by speed post or by registered post or by facsimile or by e-mail or by
any other electronic means.
• 1.3.2 Notice shall be issued by the Company Secretary or where there is no
Company Secretary, any Director or any other person authorized by the Board
for the purpose.
• 1.3.3 The Notice shall specify the serial number, day, date, time and full
address of the venue of the Meeting.
• 1.3.4 The Notice shall inform the Directors about the option available to them
to participate through Electronic Mode and provide them all the necessary
information.
Secretarial Standard 1
• 1.3.5 The Notice of a Meeting shall be given even if Meetings are held on
pre-determined dates or at pre-determined intervals.
• 1.3.6 Notice convening a Meeting shall be given at least seven days before
the date of the Meeting, unless the Articles prescribe a longer period.
• 1.3.7 The Agenda, setting out the business to be transacted at the Meeting,
and Notes on Agenda shall be given to the Directors at least seven days
before the date of the Meeting, unless the Articles prescribe a longer period.
• 1.3.9 Each item of business to be taken up at the Meeting shall be serially
numbered.
• 1.3.10 Any item not included in the Agenda may be taken up for
consideration with the permission of the Chairman and with the consent of a
majority of the Directors present in the Meeting.
Secretarial Standard 1
• 2. Frequency of Meetings
• 2.1 Meetings of the Board
• The company shall hold at least four Meetings of its Board in each Calendar Year with a
maximum interval of one hundred and twenty days between any two consecutive Meetings.

• 2.2 Meetings of Committees

• Committees shall meet as often as necessary subject to the minimum number and frequency
prescribed by any law or any authority or as stipulated by the Board.

• 2.3 Meeting of Independent Directors

• Where a company is required to appoint Independent Directors under the Act, such
Independent Directors shall meet at least once in a Calendar Year.
Secretarial Standard 1
• 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.
• 3.2 A Director shall neither be reckoned for Quorum nor shall be entitled to participate in respect of an
item of business in which he is interested. However, in case of a private company, a Director shall be
entitled to participate in respect of such item after disclosure of his interest.
• 3.3 Directors participating through Electronic Mode in a Meeting shall be counted for the purpose of
Quorum, unless they are to be excluded for any items of business under the provisions of the Act or any
other law.
• 3.4 Meetings of the Board
• 3.4.1 The Quorum for a Meeting of the Board shall be one-third of the total strength of the Board, or two
Directors, whichever is higher.
• 3.4.2 Where the number of Directors is reduced below the minimum fixed by the Articles, no business shall be
transacted unless the number is first made up by the remaining Director(s) or through a General Meeting.
• 3.5 Meetings of Committees Unless otherwise stipulated in the Act or the Articles or under any other
law, the Quorum for Meetings of any Committee constituted by the Board shall be as specified by the
Board. If no such Quorum is specified, the presence of all the members of any such Committee is
necessary to form the Quorum.
Secretarial Standard 1
• 4. Attendance at Meetings
• 4.1 Attendance register
• 4.1.1 Every company shall maintain attendance register for the Meetings of the Board and
Meetings of the Committee.
• 4.1.2 The attendance register shall contain the following particulars: serial number and
date of the Meeting; in case of a Committee Meeting name of the Committee; place of the
Meeting; time of the Meeting; names and signatures of the Directors, the Company
Secretary and also of persons attending the Meeting by invitation and their mode of
presence, if participating through Electronic Mode.
• 4.1.3 The attendance register shall be deemed to have been signed by the Directors
participating through Electronic Mode, if their attendance is recorded in the attendance
register and authenticated by the Company Secretary or where there is no Company
Secretary, by the Chairman or by any other Director present at the Meeting, if so
authorized by the Chairman and the fact of such participation is also recorded in the
Minutes.
Secretarial Standard 1
• 4.1.4 The attendance register shall be maintained at the Registered Office of
the company or such other place as may be approved by the Board.
• 4.1.6 The attendance register shall be preserved for a period of at least eight
financial years from the date of last entry made therein and may be destroyed
thereafter with the approval of the Board.
• 4.1.7 The attendance register shall be in the custody of the Company Secretary.
• 4.2 Leave of absence shall be granted to a Director only when a
request for such leave has been communicated to the Company
Secretary or to the Chairman or to any other person authorized by the
Board to issue Notice of the Meeting.
Secretarial Standard 1

5. Chairman

6. Passing of Resolution by Circulation

7. Minutes

8. Preservation of Minutes and other Records

9. Disclosure
Secretarial Standard 2

SECRETARIAL STANDARD ON
GENERAL MEETINGS
Secretarial Standard 2 - Scope
• This Standard is applicable to all types of General Meetings of all
companies incorporated under the Act except One Person Company
(OPC) and 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.
Secretarial Standard 2 - Definitions
• “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, authorizing
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.
Secretarial Standard 2 - Definitions
• “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.
• “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.
Secretarial Standard 2 - Definitions
• “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.
Secretarial Standard 2
• Convening a Meeting
• A General Meeting shall be convened by or on the authority of the Board
• Generally AGM is convened to transact following business
• 1.Ordinary Business 2.Special Business

• Frequency of Meetings
• First AGM - 9 Months from date of closing of first financial year.
• Subsequent AGM- 6 Months from date of closing of financial year.
• Maximum Gap between two succeeding AGM=15 Months
• The period of 6 months & 15 months may be extended by a period of not
exceeding 3 months with the prior approval of ROC in case of AGM other
than the first.
Secretarial Standard 2
• Quorum
• Quorum shall be present throughout the Meeting. Quorum for Public
Company.
• i) 5 Members if the Members as on the date of Meeting are up to 1000.
• ii) 15 Members if the Members as on the date of Meeting are more than 1000 but up to
5000
• iii) 30 Members if the Members as on the date of the Meeting exceeds 5000
• Quorum shall be present at the commencement of meeting and also while
transacting the business.
• Articles may provide stringent provision for Quorum. Company shall confirm
to such provision.
• Members have to personally present at the Meeting to constitute the Quorum.
• Proxies are excluded for determining the Quorum.
Secretarial Standard 2
• Presence of Directors at AGM
• Directors of the company should attend the AGM, and shall be seated with the
Chairman. If any Director is unable to attend the Meeting reasons for his absence
shall be explained by the Chairman. Further Chairman of the Committees, shall attend
the AGM on this behalf
• These committees are Audit Committee, Nomination & Remuneration Committee and
Stakeholder Relationship Committee Minutes should carry explanation / Brief
statement to effectuate this
• Presence of Auditors including Secretarial Auditor
• Auditors shall attend the AGM of the Company unless exempted by the company.
• Auditors can attend the Meeting through their authorized representative also.
• Further authorized representative shall be qualified to be an Auditor.