| Para No. | Changes as per revised SS-2 | Analysis |
| – | Scope has been amended to exempt Section 8 companies in addition to OPCs, from the applicability of the Standard. | Ministry vide its notification dated June 5, 2015, has already exempted Section 8 companies from the applicability of Section 118 through which Secretarial Standards were prescribed. This aligns with such exemption. |
| – | Definition of Secretarial Auditor now also includes a firm of Company Secretary(ies) in Practice. | Though the intent was not to exclude a firm of PCS, however, the existing definition was not clear. This has been inserted to provide clarity. |
| 1.2.2 | The proof of sending the notice shall now be retained by or on behalf of the company for such period as decided by the Board, which shall not be less than three years from the date of the Meeting | No specific period has been mentioned in the existing text due to which an ambiguity was there as in what would be the time period for such retention of the proof of sending notice. Now, minimum 3 years period has been provided. |
| 1.2.3 | Notice shall simultaneously be hosted on the website till the conclusion of the meeting. | Listed companies were already required to place the notice on their website after dispatch of the same to the members by virtue of Rule 20 of MGT Rules. The said Rule as well as the existing para did not provide any timeline for keeping the notice on its website leaving it open ended. The amendment now clarifies that the notice shall be hosted on the website till the conclusion of the respective meeting. |
| 1.2.4 | Now, the notice of AGM should also specify the serial number of the Meeting. | Companies generally specify the serial number of the meetings in the notice, however, this should now be specifically mentioned in order to comply with SS-2. |
| 1.2.4 | Exemption from providing the route map and prominent landmark has been provided in case of the following: - a company in which only its directors and their relatives are members;
(b) a wholly owned subsidiary. | The existing requirement was not relevant for a company whose shares are held by directors only or a WOS of another company as the intent was to make it convenient for the members to attend the meetings. |
| 1.2.4 | In case of government companies, the AGM should be held at its registered office or any other place with the approval of the Central Government, as may be required in this behalf. | Similar requirement was brought by the Ministry vide its Notification dated June 5, 2015. However, it is pertinent to note that the Ministry had come with another Notification on June 13, 2017 to amend the aforesaid June 5, 2015 Notification wherein it has been provided that Govt. companies may hold their AGM, at, (1) registered office, (2) such other place within the city, town or village in which the Registered Office is situated or (3) a place approved by the Central Government. The revised text in SS seemingly missed the second category. |
| 1.2.4 | Notice of a private company shall specify the entitlement of a member to appoint proxy in accordance with this para, unless otherwise provided in the articles. | This is in line with the exception provided by the Ministry through June 05, 2015 Notification from Section 105 of the Act. |
| 1.2.5 | No resolutions are required to be stated in the notice for items of Ordinary Business. | Existing text provided that where the auditors or directors to be appointed are other than the retiring auditors or directors, then the same shall be provided in the notice by way of a resolution even if the same falls under ordinary business. The revised text has removed this requirement. |
| 1.2.5 | Explanatory statement to be annexed with the notice of private companies may not include the nature of the concern or interest (financial or otherwise of the directors, KMPs and their relatives along with other details as mentioned in the para if the Articles of such companies provide otherwise. | This is in line with the exception provided by the Ministry through June 05, 2015 Notification from Section 102 of the Act. |
| 1.2.6 | Private companies may not give notice and accompanying documents at twenty-one clear days in advance of the meeting if Articles provide otherwise. | This is in line with the exception provided by the Ministry through June 05, 2015 Notification from Section 101 of the Act. |
| 1.2.7 | The changes are as follows- - Consent for holding a meeting at shorter notice shall have to be received by the company prior to the time fixed for the meeting;
- Companies are not required to observe the provisions relating to appointment of proxy if all the members entitled to vote give their consent to holding the meeting at shorter Notice; and
- Private companies may provide in its Articles, the manner of obtaining consent for a meeting at a shorter notice including the number of members from whom such consent will be required.
| Considering the revised text, the following should be noted- - The revised text has not considered the proposed amendment u/s 101 by virtue of the Companies (Amendment) Bill, 2017 wherein the manner of obtaining consent from the members is being proposed to be bifurcated considering the nature of the meeting viz. AGM or EGM;
- The change in the existing requirement of receiving the consent one day prior to the meeting to a time prior to the time fixed for the meeting is a welcome change considering the practical difficulties faced by the companies.
However, how will a company comply with the proxy requirements if the consent is received on the very day of the meeting is not clear as the consent may come at any time prior to the time fixed for the meeting and a proxy form has to be submitted 48 hours prior to the date of meeting. - The change related to private companies is in line with the exception provided by the Ministry through June 05, 2015 Notification from Section 101 of the Act.
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| 5.1 | Chairman of a meeting of private company may be appointed in terms of the provisions in its Articles. | This is in line with the exception provided by the Ministry through June 05, 2015 Notification from Section 104 of the Act. |
| 6.1 | The restriction on the proxies to be members of a Section 8 companies has been removed. Further, private companies may appoint proxies in the manner as provide in their articles. | Though Section 105 did not provide for any restriction on a section 8 company, however, the existing text in this para had provided that the proxies have to be member also. This was a contradiction with the provisions of the Act which gets clarified by virtue of the deletion of the same. The change related private companies is in line with the exception provided by the Ministry through June 05, 2015 Notification from Section 105 of the Act. |
| New Para | New insertion. Para 6.6.3. In case of remote e-voting: - the letter of appointment of representative(s) of the President of India or the Governor of a State; or
- the authorisation in respect of representative(s) of the Corporations;
should be received by the scrutiniser/ company on or before close of e-voting. In case of postal ballot such letter of appointment/ authorisation shall be submitted to the scrutiniser along with physical ballot form. If the representative attends the Meeting in person to vote thereat, the letter of appointment / authorisation, as the case may be, shall be submitted before the commencement of Meeting. | Unlike proxies, there was no clarity in regard to the manner of submission of appointment/ authorisation letter of authorised representatives. In absence of a clear provision, the companies, scrutinisers appointed for meetings have faced practical difficulties and diverse practice is being followed. The followings are to be noted- - In case of remote e- voting such authorisation shall have to be received by the company/ scrutiniser on or before the closing of remote e-voting i.e. one day prior to the date fixed for physical meeting in terms of Rule 20 of MGT Rules. However, obtaining of such an authorisation in case of remote e- voting is meaningless as the identity of the person actually voting remains unknown.
- In case of presence of such authorised persons at the meeting for the purpose of voting, the authorisation letter shall be submitted before the commencement of the meeting;
- In case of postal ballot, the same shall be sent with the ballot form itself.
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| 6.7.3 | A proxy need not be informed of the revocation. | This will reduce compliance on the part of member. However, without such intimation, how will the proxy come to know about the revocation remains unclear as the same may create confusion at the physical meeting. |
| 7.1 | Every resolution, except a resolution which has been put to vote through remote e-voting or on which a poll has been demanded, shall be proposed by a Member and seconded by another Member. | The requirement of proposing and seconding seemed vague in case of remote e-voting. Same in case of a poll as a poll can be conducted only on demand or at the discretion of the Chairman. The Act does not provide any such requirement of a resolution to be proposed and seconded. The removal is a welcome change. |
| 7.3 | In a meeting of a private company voting by show of hands shall be in accordance with the Articles. | This is in line with the exception provided by the Ministry through June 05, 2015 Notification under Section 107 of the Act. |
| 7.4 | In a meeting of a private company a poll shall be conducted in accordance with the Articles. | This is in line with the exception provided by the Ministry through June 05, 2015 Notification under Section 109 of the Act. |
| 7.5.2 | The changes are as follows- In case of a private company, a member who is a related party is entitled to vote on such Resolution. Further, a member who is a related party is entitled to vote on a Resolution pertaining to approval of any contract or arrangement to be entered into by: - One Govt. company with any other Govt. company; or
- An unlisted Govt. company with the prior approval of competent authority.
| This is in line with the exception provided by the Ministry through June 05, 2015 Notification under Section 188 of the Act for the private companies and Govt. companies. However, listed companies will still have to observe the provisions of Listing Regulations. |
| 8.4 | The requirement of authorising the Chairman or in his absence, any other Director by the Board to receive the scrutiniser’s register, report on e-voting and other related papers with requisite details, has been deleted. | The deletion will not impact the current position as similar requirement is there under Rule 20 of MGT Rules. |
| 8.5.2 | Newspaper advertisement of notice of the meeting shall be placed till the conclusion of the meeting. | Please refer comments as provided under notice of meeting. |
| 8.6.1 | Scrutiniser to submit his report to the Chairman or authorized person within 3 days from the date of Meeting. | This is in line with the provisions under Rule 20 of the MGT Rules. However, this will not impact the listed companies as the declaration of results is required within 48 hours of conclusion of the meeting in terms of Listing regulations. |
| 8.6.2 | The voting details is now required to 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. | Companies will have to ensure that the results are displayed for atleast three days. There was no timeline earlier. |
| 9.2 | Conduct of poll by private companies shall be in accordance with the Articles. | This is in line with the exception provided by the Ministry through June 05, 2015 Notification under Section 109 of the Act. |
| 9.5.1 | The scrutiniser(s) shall submit his report within seven days from the last date of the poll to the Chairman. In case of a private company, the declaration of result of poll shall be in accordance with this para, unless otherwise provided in the Articles. | Rule 21 of MGT Rules does not provide for any such timeline for submission of report by the scrutiniser in case of voting in a poll. The revised text provides for 7 days timeline to the scrutiniser to submit his report and 2 days of submission of such report for declaration of such result by the Chairman. Considering the fact that the provisions of Section 109 (Demand for Poll) are not applicable to a company covered under Section 108 (Mandatory voting through electronic means), this will impact only those companies which are not covered under Section 108. In regard to private companies, the change is in line with the exception provided by the Ministry through June 05, 2015 Notification under Section 109 of the Act. |
| 13.2 | The qualifications, observations or comments or other remarks if any, mentioned in the Secretarial Audit Report issued by the Company Secretary in Practice, which have any material adverse effect on the functioning of the company, should be read at the AGM. | Now, only the qualifications, observations or comments which have any material adverse effect on the functioning of the company are required to be read out at the AGM. However, what would be the manner of determination of such material impact have not been provided. |
| 15.3 | If a meeting is adjourned for a period not exceeding three days and where an announcement of adjournment has been made at the meeting itself, giving in the details of day, date, time, venue and business to be transacted at the adjourned meeting, the company may also opt to give notice of such adjourned Meeting either individually or by publishing an advertisement. | Generally, a 3 days’ notice is required for a meeting adjourned for less than 30 days. However, if such an adjournment meeting is held within 3 days and the venue, date, time etc. has already been decided in the original meeting, the company has been given an option to further send a notice. The insertion is not relevant. |
| 15.4 | A meeting other than an AGM or a requisitioned meeting stands adjourned for want of quorum, then the adjourned meeting shall be held on the same day, in the next week at the same time and place or on such other day, irrespective of the fact that the day be a National Holiday. An adjourned AGM, adjourned for want of quorum or otherwise, shall not be held on a National Holiday, only if any item relating to filling up of vacancy of a director retiring by rotation is included in the agenda of such adjourned Meeting. The company shall ensure compliance of the provisions of holding the AGM every year, including adjournment thereof within a gap of not exceeding 15 months from the date of the previous AGM or within such extended period permitted by the Registrar of Companies. | - Now companies will be able to adjourn an EGM even on a national holiday. The Act is silent on this.
- Further, restriction on holding of an adjourned AGM on a national holiday shall be applicable only on a situation where an item relating to filling up of vacancy of a director retiring by rotation is pending to be decided in such adjourned meeting. Therefore, for discussions of items other than the above, an AGM may be adjourned to be held on a national holiday too.
- In regard to changes for private companies the same is in line with the exception provided by the Ministry through June 05, 2015 Notification under Section 96 and 100 of the Act.
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| 16.6.1 | The scrutiniser shall submit his report within seven days from the last date of receipt of postal ballot forms to the Chairman or a person authorised by him, who shall countersign the same. | The same has been aligned with Rule 22 of MGT Rules. However, the listed companies will still have to observe the requirements of the Listing Regulations. |
| 16.6.2 | Scrutiniser’s report shall be displayed for at least three days. | A period of three days has to be maintained like in case of displaying the results of AGM. |
| 17.1.6 | Minutes of Meetings, if maintained in loose-leaf form, shall be bound periodically at least once in every three years. | Now the maximum periodicity has been provided. |
| 17.2.1.1 | The conclusion time of the AGM is not required to be mentioned in the minutes. | Not a relevant change. |
| Provisions for Nidhi Companies |
| 1.2.1 | In case of a Nidhi Companies, notice may be served individually only on Members who hold shares of more than 1000 rupees in face value or more than 1% 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 | No such option was available to the Nidhi Companies as per the erstwhile SS. However, the same has been aligned with the MCA’s exemption provided to Nidhi Companies vide its notification dated June 5, 2015. |
| 7.5.1 | No Member shall exercise Voting Rights on poll in excess of five percent of total Voting Rights of equity shareholders. |
| 16.2 | Nidhis are not required to provide e-voting facility to their Members. |
Saranya Deivasigamani,
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