Bibwewadi Study Circle Team of Pune Chapter of

“Bibwewadi Study Circle Team of Pune Chapter of WIRC of Institute of Company Secretaries of India” August 1, 2015 Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 1

“Board and General Meeting Process in the Compliance of Secretarial Standard and Companies Act, 2013" Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 2

Key Highlights • • Board Meetings General Meetings Companies Act, 2013 Companies (Management and Administration) Rules 2014 Secretarial Standards-1 (SS-1) on “Meetings of the Board of Directors” Secretarial Standard-2 (SS- 2) on “General Meetings” Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 3

SS-1 on “Meetings of the Board of Directors” Notice; Agenda; and Agenda Notes: ØNotice; agenda; and agenda notes shall be sent to all board member 9 days in advance (adding 2 days in 7 days clear notice while sending through speed post/ courier). ØProof of sending notice, agenda and agenda notes and its delivery shall be maintained by the company for eight years. Invitee: ØInvitee means a person, other than a Director and Company Secretary, who attends a particular Meeting by invitation. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 4

SS-1 on “Meetings of the Board of Directors” National Holiday: ØRepublic Day i. e. 26 th January, Independence Day i. e. 15 th August, Gandhi Jayanti i. e. 2 nd October and such other day declared by the Central Government. ØNow board meeting cannot be held on national holidays. Serial Number: ØEvery Meeting of board shall have serial number. ØCan be FY/Calendar period. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 5

SS-1 on “Meetings of the Board of Directors” Urgent Business: ØTo transact urgent Business the Notice, Agenda and Notes on Agenda may be given at shorter period, if at least one Independent Director, if any, shall be present at such Meeting. If Independent Director is not present, decision taken at such a Meeting shall be circulated to all the Directors and shall be final only on ratification thereof by at least one Independent Director, if any. Leave of absence: ØLeave of absence will be granted only when requested by a director who is unable to present for the meeting. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 6

SS-1 on “Meetings of the Board of Directors” Quorum: ØNow quorum should be present till the conclusion of the Meeting. ØInterested Director will not be counted for quorum (he shall not present during discussion and no voting on such item by him). ØIf Chairman is interested in any agenda items he shall not be present at the meeting during discussions on such items. Quorum of Committees: ØBoard to fix the quorum requirement for its various committees, if any. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 7

SS-1 on “Meetings of the Board of Directors” Attendance: ØSeparate register for board & committees meet; ØPages of attendance shall be serially numbered; ØShall contain serial number, date, place, time, directors name, sign of directors present, sign of CS and of invitee who attended by invitation; ØEntries in attendance register shall be authenticated by CS or by chairman, in case there is no CS; ØShall be preserved for 8 years. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 8

SS-1 on “Meetings of the Board of Directors” Resolution by circulation: Ø If not less than 1/3 of total number of directors determine to pass it the meeting, then chairman shall put the same in meeting, as opposed to circulation; Ø Circulate to all directors (even interested); Ø Not more than 7 days give to directors to respond on draft resolution circulated; Ø Shall be deemed to pass on the last day specified for assent or descent or the date when assent from 2/3 directors is received, whichever is ealrier. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 9

SS-1 on “Meetings of the Board of Directors” Minutes of meetings: ØCirculation of draft minutes within 15 days from the conclusion of meeting to all members for their comments. ØWithin 7 days of circulation of draft minutes, directors shall communicate their comments. ØIf any director comments after expiry of 7 days, the Chairman shall have the discretion to accept such comments. ØIf a director does not comment on draft minutes, it shall be deemed to have been approved by such director. Ø Minutes are finalised and entered in Minutes book within 30 days from the conclusion of meeting. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 10

SS-1 on “Meetings of the Board of Directors” Minutes of meetings- Contents: ØRecord of chairman election; ØRecord of quorum presence; ØName of directors who sough leave; ØMode of attendance of every director, physical or through electronic mode; ØParticipating through e-mode, his name, location, agenda in which he participated; ØName of CS and invitees and mode of their attendance; ØFact that interested directors not present during discussion and did not vote; Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 11

SS-1 on “Meetings of the Board of Directors” Minutes of meetings- Contents: ØViews of directors specifically insisted upon; ØFact of director participated for a part of meeting, business item on which he did not participated; ØName of director dissented on resolution; ØRectification by independent directors, as the case may be, or by majority of directors for meeting held at shorter notice; ØTime of commencement and conclusion of meeting. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 12

Secretarial Standard-2 (SS- 2) on “General Meetings” Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 13

SS-2 on “General Meeting” Notice: To whom; how; contents; and disclosures; notice period ØTo every member; auditors (all); directors; and others; ØBy hand; ordinary post; speed post; registered post; courier; facsimile; e-mail; ØIn case of e-voting facility and in postal ballot process notice only by registered post/speed post/courier/ e-mail. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 14

SS-2 on “General Meeting” Notice: To whom; how; contents; and disclosures; notice period ØNotice shall provide the route map of venue and the map shall be hosted on website along with notice. ØNow, notice of general meetings to be sent 25 days in advance. ØShall contain resolutions in respect of special business. If ordinary business is of appointment of auditor/director (other than retiring), should have resolutions. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 15

SS-2 on “General Meeting” Notice: To whom; how; contents; and disclosures; notice period ØAppointment of director, choosing that candidate. justification for ØIn case of re-appointment of independent director performance evaluation report of such appointee director or summary thereof shall be disclose in explanatory statement. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 16

SS-2 on “General Meeting” Notice: To whom; how; contents; and disclosures; notice period ØAppointment & remuneration of director; ED; MD or WTD provide details i. Age; ii. Qualifications; iii. Experience; iv. Terms & Conditions; v. Remuneration sough to be paid; vi. Last paid remuneration; vii. Date of first appointment on board; viii. Shareholdings in the company; ix. Relationship with director/manager/KMP; x. Number of board meeting attended during the year; xi. Other directorship and committee membership/chairmanship of other board of other companies. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 17

SS-2 on “General Meeting” Notice at shorter period /notice for re-convening Ø With consent of at least 95% of members shorter period notice can given for a meeting; Ø Reason beyond control if meeting convened by due notice cannot be held, it may be reconvene to transact business of original Notice, by giving not less than 3 days intimation to members or by publishing it in EN EL+VN VL; Ø Valid special notice received from members(s), company shall give 9 days notice to all members (Not practicable the published in EN EL+VN VL. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 18

SS-2 on “General Meeting” Quorum: ØShall be present throughout the meeting; ØAR considered as members personally present; ØOne person can be AR of more than one body corporate; ØMembers present in the meeting shall be counted for purpose of quorum irrespective of his voting exercised- e-voting or interested members abstain from vote. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 19

SS-2 on “General Meeting” Director’s presence in general meetings: ØAbsence of any director from attending shall be explain by the Chairman at the meeting; ØChairman of Audit Committee; N&R Committee; and Stakeholders Relationship Committee shall attend the general meeting. In case chairman of these committee’s is unable to be present for general meeting, then any member of such committee authorised by the chairman of that committee shall attend the general meeting. Auditors’ (Statutory and Secretarial): Unless exempted by company Auditors shall either by himself or through authorised representative attend the annual general meeting. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 20

SS-2 on “General Meeting” Chairman of meeting: ØThe Chairman of the Board shall conduct the meeting; ØIf the Chairman is not present or unwilling to act as Chairman of the meeting, the directors present at the meeting shall elect one of themselves to be the Chairman of the meeting; ØShall explain objective and implication of resolutions before put to vote at the meeting; ØInterested Chairman shall not conduct the proceedings of that item of business in which he is interested. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 21

SS-2 on “General Meeting” Reading of reports: ØThe qualifications, observations or comments or other remarks on the financial transactions or matters which have any adverse effect on the functioning of the company, if any, mentioned in the Auditor’s Report shall be read at the Annual General Meeting; ØThe qualifications, observations or comments or other remarks, if any, mentioned in the Secretarial Audit Report shall be read at the Annual General Meeting. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 22

SS-2 on “General Meeting” Proxies: ØMember can appoint proxy for adjourned meeting; ØAdjourned meeting proxy will overrule on proxy appointed for original meeting; Proxy dated later will revoke proxy dated earlier; ØProxy valid until written notice of revocation received by company before commencement of meeting. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 23

SS-2 on “General Meeting” Voting: ØShow of hands, in case e-voting not applicable; ØE-voting, in case of those companies required to provide facilities of remote e-voting; ØVoting at the meeting, in case of companies required to provide remote e-voting facility, shall also put all resolutions to vote through ballot process (physical/electronic) at meeting; ØProxy can vote in ballot process at meeting; ØPerson who preside as chairman has a second or casting vote. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 24

SS-2 on “General Meeting” Conduct of e-voting: ØShall provide facility for e-voting; ØVoting period shall be open for at least 3 days and shall close at 5 PM one day before the date of general meeting; ØAppoint scrutinizer for e-voting/ballot process; ØAppoint an agency. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 25

SS-2 on “General Meeting” Conduct of e-voting: ØCut-off date to be not earlier than 7 days before the meeting date; ØChairman of the meeting can authorise any person to receive scrutinizer report and declare results of voting; ØNotice of meeting to be sent electronically plus in physical, whose email id is not registered; Notice electronically. pdf ØNotice as per prescribed details in EN EL+VN VL. Press Notice for 27 AGM. pdf Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 26

SS-2 on “General Meeting” Declaration of voting result: ØThe Chairman or any other person authorised by him shall declare the result forthwith after receiving the Scrutinizer’s report. The scrutinizer shall submit its report within 3 days after conclusion of the meeting which contains details of the number of votes cast for and against the resolution, invalid votes and whether the resolution has been carried out or not; ØThe results shall be displayed on the notice board of the company at its registered office; shall be placed on the website of the company and of the agency. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 27

SS-2 on “General Meeting” Conduct of Poll: ØPoll demanded on i) appoint of chairman; or ii) adjournment of meeting shall be order forthwith, in any other case with in 48 hours of the demand; ØChairman shall announce date, venue & time of taking the poll. If such announcement cannot be made the Chairman shall inform the members the mode and time of such communications, which must be in 24 hours of closure of meeting; ØA member who did not attend the meeting can participate in poll demanded. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 28

SS-2 on “General Meeting” Conduct of Poll: ØAppointment of scrutinizers; ØScrutinizer shall submit its report and Chairman with in 2 days of submission of report shall declare the results whether the resolutions has been carried out or not; ØResults with details of number of votes cast for, and against, invalid votes shall be displayed on the notice board of company at its registered office, head office plus corporate office and on website, if any. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 29

SS-2 on “General Meeting” Resolutions -Withdrawal/Rescinding/Modifications: ØNo withdrawal of resolutions which are considered through e voting; also which have affect to the market price of securities of company; ØResolution passed at meeting can only be rescinded by resolution at subsequent meeting; ØNo modifications in resolution if its alter the substance, however any grammatical, clerical, factual and typographical error, if any may be corrected by chairman; Ø No modifications of resolutions which are considered through e voting. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 30

SS-2 on “General Meeting” Adjournments of meeting: - ØWant of quorum- shall adjourn to same day next week same time & place; ØBoard may determine such other date, time & place by giving at lease 3 (+2) days advance notice; ØNotice individually to all members or by publish in EN EL + VN VL; ØAdjourned sine-die or more than 30 days required notice as above. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 31

SS-2 on “General Meeting” Adjournments of meeting: - ØQuorum not present with in half hour at adjourned meeting, members (minimum 2) present will be quorum; ØRequisitionists called meeting shall stand cancelled for want of quorum; ØAt adjourned meeting unfinished business of original meeting shall be considered. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 32

SS-2 on “General Meeting” Postal Ballot: ØEvery company (other than OPC; a company having up to 200 members), shall transact business items as prescribed; ØBoard shall: • Identify business to transact by postal ballot; • Approval of Notice of postal ballot along with explanatory statements; • Authority to CS/or any director to conduct postal ballot process; • Appointment of scrutinizer for the postal ballot; • Appoint an agency; • Decide the record date for ascertaining the members to send notice of postal ballot; • Authorize any person to receive report and declare results Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 33

SS-2 on “General Meeting” Postal Ballot: ØNotice of postal ballot shall have resolution set out along with explanatory statements; PB Notice. pdf ØPublic advertisement in EN EL + VN VL; Postal ballot advertisement. pdf Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 34

SS-2 on “General Meeting” Postal Ballot: Rescinding/Modification of resolutions ØA resolution passed by postal ballot shall not be rescinded. It can be only by way of resolution passed subsequently through postal ballot; ØNo amendment or modifications allowed to any resolution circulated to be passed by mean of postal ballot. Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 35

SS-2 on “General Meeting” Minutes of proceedings of: ØGeneral meetings & Postal ballot; ØShall be written in third person and past tense; ØResolution shall may be in present tense; ØEach item of business shall be numbered; ØTime of commencement and conclusion of meeting; ØRecords etc, preserve for eight years; Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 36

SS-2 on “General Meeting” Specific contents in minutes: ØRecord of chairman election; ØFact about register were available for inspection; ØRecord of presence of quorum; ØNumber of members present in person; ØNumber of proxies with number of shares represented by such proxies; ØPresence of chairman of committees: Audit; Nomination and Remuneration; Stakeholders Relationship; Ø Presence of Auditors(s); scrutinizer; Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 37

SS-2 on “General Meeting” Specific contents in minutes: ØSummary of opening remark of chairman; ØReading of qualifications, observations or comments of Statutory Auditor and Secretarial Auditors ØType of resolution, name of person who proposed and seconded and the majority with which such resolution is passed; ØName of scrutinizer appointed; Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 38

SS-2 on “General Meeting” Specific contents in minutes: ØName of scrutinizer appointed; ØNumber of votes cast in favour; against; invalid in case of each resolutions; ØFacts of chairman vacates the chair in respect of any specific items, and in his place other director or member took the chair. ØCommencement and conclusion of the meeting; Bhuvanesh Sharma VP-Corporate Affairs & Company Secretary 39

Thank You All 40