India 
Canada
In the pursuit of strengthening corporate governance, the Ministry of Corporate Affairs (MCA) has made it mandatory under Section 118(10) of the Companies Act, 2013 for companies to comply with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
While Secretarial Standard 1 (SS-1) deals with Board Meetings, Secretarial Standard 2 (SS-2) focuses on General Meetings of Members (Shareholders). It provides a uniform framework for convening, conducting, and recording general meetings, thereby ensuring fairness, transparency, and accountability in shareholder democracy.
Applicability of SS-2
Applicable to all General Meetings of members including:
Annual General Meeting (AGM)
Extra-ordinary General Meeting (EGM)
Meetings convened by Tribunal under Section 98
Meetings of Debenture-holders and Creditors (where applicable)
Not applicable to:
One Person Company (OPC)
Small Companies
Class or Classes of Companies as may be exempted by MCA
Key Provisions of Secretarial Standard 2
1. Notice of Meeting
At least 21 clear days’ notice (excluding the day of sending and the day of the meeting) must be given to members, directors, and auditors.
Notice can be sent by hand, post, or electronic means.
Must contain: date, time, venue, agenda, explanatory statement, and nature of special business.
2. Agenda
Ordinary business (like adoption of accounts, declaration of dividend, appointment of directors, appointment/ratification of auditors) need no explanatory statement.
Special business requires an Explanatory Statement specifying material facts, interest of directors, KMPs, or relatives.
3. Quorum
Depends on the number of members:
Up to 1,000 members → 2 members personally present
1,001 to 5,000 members → 5 members personally present
More than 5,000 members → 15 members personally present
4. Chairman of the Meeting
The Chairman of the Board presides, or in his absence, members elect one among themselves.
Chairman ensures orderly conduct and allows fair opportunity for members to express views.
5. Proxies
A member entitled to attend and vote can appoint a proxy.
Proxy form must be submitted at least 48 hours before the meeting.
A proxy need not be a member but can represent only 50 members or 10% of voting rights, whichever is higher.
6. Voting
Voting can be by:
Show of hands
Poll
Electronic voting (e-voting)
Postal ballot (for certain businesses)
Companies must provide e-voting facilities for shareholders as per Companies Act, 2013 and SEBI regulations (for listed entities).
7. Resolutions
Ordinary Resolution → Simple majority required.
Special Resolution → Requires 75% majority of members present and voting.
8. Minutes of Meeting
Draft minutes should be circulated within 15 days of the meeting.
Final minutes must be entered in the Minutes Book within 30 days of the meeting.
Minutes must record proceedings fairly, without suppression or embellishment.
Importance of Compliance with SS-2
Ensures that shareholders receive timely and accurate information.
Promotes transparency and fairness in decision-making.
Protects the rights of minority shareholders.
Creates uniformity in conduct of meetings across companies.
Acts as legal evidence in case of disputes.
