Decoding Secretarial Standards – Resolution and other matters


In my earlier post here I have raised some issues related to issuance of secretarial standards. As these are curable technical issues. I continue my study of these Secretarial Standards.

In this post, I will discuss Secretarial Standards related to Resolution and other matters under SS – 2.

Prohibition on Withdrawal of Resolutions:

Resolutions for items of business which are likely to affect the market price of the securities of the company shall not be withdrawn. However, any resolution proposed for consideration through e-voting shall not be withdrawn. [Paragraph 10]

Two type of resolutions cannot be withdraw:

  • Resolutions for item of business likely to affect the market price of securities of the company, and
  • Resolutions proposed for consideration through e – voting (read remote e-voting).

Rescinding of Resolutions:

A Resolution passed at a Meeting shall not be rescinded otherwise than by a Resolution passed at a subsequent Meeting. [Paragraph 11]

Modifications to Resolutions:

Modifications to any Resolution which do not change the purpose of the Resolution materially may be proposed, seconded and adopted by the requisite majority at the Meeting and, thereafter, the modified Resolution shall be duly proposed, seconded and put to vote. [Paragraph 12]

Any resolution may be modify without changing its purpose materially with requisite majority and thereafter modified resolution shall be put into vote.

No modification to any proposed text of the Resolution shall be made if it in any way alters the substance of the Resolution as set out in the Notice. Grammatical, clerical, factual and typographical errors, if any, may be corrected as deemed fit by the Chairman. [Background Paragraph 1 after Paragraph 12]

Grammatical, clerical, factual and typographical errors, if any, may be corrected as deemed fit by Chairman without need of voting.

No modification shall be made to any Resolution which has already been put to vote by Remote e-voting before the Meeting.

Reading of Reports:

The 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 and attention of the Members present shall be drawn to the explanations / comments given by the Board of Directors in their report. [Paragraph 13.1]

The qualifications, observations or comments or other remarks if any, mentioned in the Secretarial Audit Report issued by the Company Secretary in Practice, shall be read at the Annual General Meeting and attention of Members present shall be drawn to the explanations / comments given by the Board of Directors in their report. [Paragraph 13.2]

A proper mapping of qualification, observations, comments or other remarks may be mapped with explanation or comments given by the Board.

Distribution of Gifts:

No gifts, gift coupons, or cash in lieu of gifts shall be distributed to Members at or in connection with the Meeting. [Paragraph 14]

At the end of this post, I want to mention that some provisions I criticised here may be taken from the Act or relevant Rules and in such case may be treated my suggestion for relevant changes the Act or these Rules.

Please note: I welcome your comments and feedback. This blog post is not a professional advice. Readers may share this post on social media by using buttons given here.

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