Revision in Secretarial Standard 2

Secretarial Standard on the Meeting of Board of Directors and on General Meetings (collectively to be
referred further as “SS”) have undergone change, to bring standards in line with the amendments and
notification which had effected the Companies Act, 2013 and that the revised SS will come into
effective from October 1, 2017.
Ambiguity also lies whether revised SS will be applicable for the meeting to be held on or after
October 1, 2017 and if the notice for the said meeting circulated before October 1, 2017, for such
situation, revised SS will be applicable only for the notice which are circulated on or after October 1,
2017 and hence even if the meeting will be conducted in the month of October for which notice of the
meeting is circulated before revised SS comes into effective, old SS will be applicable.

Secretarial Standard 2:
1. Applicability of SS:
SS will not be applicable to OPC and Section 8 companies

2. Notice to shareholders for conducting the meeting in Nidhi Companies:

Notice for calling General meeting to be sent only to shareholders holding shares of more than
Rs. 1000 in face value or more than 1% of the total paid-up share capital. For other
shareholders, public notice in newspaper to be circulated in the district where the Registered
office of the company is located and by displaying the same on the Notice Board of the
Company.

3. Duration of preservation of the proof of sending of Notice and recording of each

recipient:
Earlier, SS was silent on the duration to preserve the proof of sending the Notice and recording
of each recipient to whom such notice has been sent. Now the same has been specified, where
the Board is empowered to decide the minimum duration for the preservation of the proof,
which should not be less than three years. This clearly explains that the approval from the
Board is necessary even if Company mandates to preserve the records for minimum three
days.

4. Notice of the meeting:

To be hosted on the website: The Notice of the general meeting to be hosted on the website
of the Company. This provision was also mandate in the previous SS, however, the duration
was not specified. With revise SS, the Notice shall be hosted simultaneously on the website, till
the conclusion of the meeting. If private companies have the website, then such companies
shall comply with the provision.
Serial number: Notice of the meeting shall specify the number of the meeting.

5. Compliance with the requirement of the Road Map in the Notice:

Name: CS Ashish Baid

Email Id: ashishbaid.2009@gmail.com / csashishbaid@gmail.com
Mobile No: 8097979445 / 9819758391
 Revised SS gives exemption to certain companies from providing the road map in the Notice, in
case of the following companies:
- A company in which only directors and relatives are members
- Wholly Owned Subsidiary
Basic idea for providing this exemption is that above criteria of members are very well aware
about the company and that there is no requirement to provide them with the road map.

6. Meeting to be called at short notice:

The word “day” is replaced with “time” in the extract “Meeting shall be held only if the consent
is received prior to the time fixed for the Meeting”. With the earlier provision, there was
ambiguity of whether Board meeting and general meeting can be conducted on same day. With
the replacement of words, now both the meetings can be very well conducted on same day, as
the requirement is to receive the shorter consent prior to the time fixed for the meeting.

7. Proxy in Form MGT 11:

With the revision in SS, the details of the proxy should be given only in MGT 11. Earlier, if the
Article of the company provide for some similar format, then company were allowing to use
the prescribed format.

8. No need for proposing or seconding the resolution in case of Remote e-Voting and for
resolution where poll facilities was provided:
No more requirement for proposing and seconding the resolution in case of Remote e-voting
and in case if poll is demanded. Since, the remote e-voting is done before the commencement of
the meeting, hence proposing and seconding of the resolution at the meeting becomes
irrelevant.

9. E-voting facilities in Nidhi Companies:

Nidhi companies are not required for providing the e-voting facilities.

10. Resolution to be passed by using e-voting facilities:

- Notice of meeting where e-voting facilities are provided shall be hosted on the website of
the company simultaneously and shall remain on the website till the date of General
meeting.
- Advertisement of the newspaper shall be hosted on the website of the company
simultaneously and shall remain on the website till the conclusion of the meeting.
- The scrutinizer shall submit his report within 3 days from the meeting to Chairman or any
other person as authorised by him.
(Earlier, only Chairman were authorised to receive the scrutinizer report and that this
provision is not in line with SEBI LODR where the listed companies are required to declare
the result within 48 hours)
- The result of voting shall be displayed on the notice board of the Company for three days,
the same to be displayed at Registered office, corporate office and also at Head Office.

11. In case of resolution to be passed through poll:

- Out of all scrutinizer appointed by the Company, one scrutinizer to be member of the
company. However, with the revision in SS, there is no requirement for the scrutinizer to be
member of the company.

Name: CS Ashish Baid

Email Id: ashishbaid.2009@gmail.com / csashishbaid@gmail.com
Mobile No: 8097979445 / 9819758391
 - Report of scrutinizer to be submitted within 7 days from the last poll.
- The result of poll shall be displayed on the notice board of the Company for three days, the
same to be displayed at Registered office, corporate office and also at Head Office.

12. Annual General Meeting:

Adjournment of meeting for less than 3 days: Notice of such adjournment meeting not be
given where the meeting is adjourned for less than 3 days, where company has provided
adequate information about the day, date, time, venue and business to be transacted.

Gap of two meeting including adjourned meeting: Maximum gap between two AGM should
not be more than 15 months. This provision now covers the adjourned meeting also and
therefore adjourned meeting need to be conducted within 15 months from date of last AGM.

13. Minutes of the meeting:

- If the minutes are maintained in loose leaf format, then the company is required to bind the
minutes once in a three year.
- Minutes of Annual General Meeting to be serially numbered
- Minutes Books to be kept only at the Registered office.
(There is provision under Companies Act, 2013 which allows the company to maintain all
the registers and records at some other place other than Registered office, subject to the
approval. However, SS provides the strict norms for the minutes to be kept at Registered
office and accordingly, SS will prevail in this matter.)

Disclaimer:
This article is drafted with the intention of imparting the knowledge on the Recent amendment in Secretarial
Standard 2 and that this document is not meant for any publication. Users are requested to have their due
diligence before referring the same for the academic / business purpose.

To get various other articles / write up, one can contact on the below mentioned details:
Name: CS Ashish Baid
Email Id: ashishbaid.2009@gmail.com / csashishbaid@gmail.com
Mobile No: 8097979445 / 9819758391