Final Notes on SS-2 General meeting
Final Notes on SS-2 General meeting The “Secretarial Standard on General Meetings” (SS-2), formulated by the Secretarial Standards Board (SSB) of the Institute of Company Secretaries of India (ICSI) and issued by the Council of the ICSI, has been approved by the Central Government. Adherence to SS-2 is mandatory in terms of sub-section (10) of section 118 of the Companies Act, 2013 (the Act). SS-2 applies to all types of General Meetings, in respect of which Notices are issued on or after 1st July, 2015. SS-2 prescribes a set of principles for convening and conducting General Meetings and matters related thereto. This Guidance Note sets out the explanations, procedures and practical aspects in respect of the provisions contained in SS-2 to facilitate compliance thereof by the stakeholders. BACKGROUND The Act mandates holding of Meetings at specified intervals and also prescribes related procedural rules for the same. Such mandate is in recognition of the fact that Meetings play a vital role in the functioning and governance of a company. The primary purpose of a Meeting is to ensure that a company gives reasonable and fair opportunity to those entitled to participate in the Meeting to take decisions as per the prescribed procedures. A company, being an artificial person, can, in respect of matters to be decided at General Meeting, take such decisions through its Members by way of Resolutions passed at validly held Meetings. Meetings of Members are known as General Meetings and determining what constitutes such validly held Meeting is of utmost importance.
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