DEFINITIONS OF GENERAL MEETINGS :
The following terms are used in this Standard with the meaning specified:
“Act” means the Companies Act, 2013 (Act No. 18 of 2013) or any previous enactment thereof, or any statutory modification thereto or re-enactment thereof and includes any Rules and Regulations framed thereunder.
“Agency” means agency approved or recognised by the Ministry of Corporate Affairs and appointed by the Board for providing and supervising electronic platform for voting.
“Articles” means the Articles of Association of a company, as originally framed or as altered from time to time or applied in pursuance of any previous company law or the Companies Act, 2013.
“Calendar Year” means calendar year as per Gregorian calendar, i.e., a period of one year which begins on 1st January and ends on 31st December.
“Chairman” means the Chairman of the Board or the Chairman appointed or elected for a Meeting.
“Maintenance” means keeping registers and records either in physical or electronic form, as may be permitted under any law for the time being in force, and includes the making of necessary entries therein, the authentication of such entries and the preservation of such physical or electronic records.
“Meeting” or“General Meeting” or“Annual General Meeting” or“Extra- Ordinary General Meeting” means a duly convened, held and conducted Meeting of Members.
“Minutes” means a formal written record, in physical or electronic form, of the proceedings of a Meeting.
“Minutes Book” means a Book maintained in physical or in electronic form for the purpose of recording of Minutes.
“National Holiday” includes Republic Day, i.e., 26th January, Independence Day, i.e., 15th August, Gandhi Jayanti, i.e., 2nd October
and such other day as may be declared as National Holiday by the Central Government.
“Ordinary Business” means business to be transacted at an Annual General Meeting relating to (i) the consideration of financial
statements, consolidated financial statements, if any, and the reports of the Board of Directors and Auditors; (ii) the declaration of any dividend; (iii) the appointment of Directors in the place of those retiring; and (iv) the appointment or ratification thereof and fixing of remuneration of the Auditors.
“Proxy” means an instrument in writing signed by a Member, authorising another person, whether a Member or not, to attend and vote on his behalf at a Meeting and also where the context so requires, the person so appointed by a Member.
“Quorum” means the minimum number of Members whose presence is necessary for holding of a Meeting.
“Remote e-voting” means the facility of casting votes by a member using an electronic voting system from a place other than venue of a general meeting.
“Secretarial Auditor” means a Company Secretary in Practice appointed in pursuance of the Act to conduct the secretarial audit of the company.
‘‘Secured Computer System” means computer hardware, software, and procedure that –
(a) are reasonably secure from unauthorized access and misuse;
(b) provide a reasonable level of reliability and correct operation;
(c) are reasonably suited to performing the intended functions; and
(d) adhere to generally accepted security procedures.
“Special Business” means business other than the Ordinary Business to be transacted at an Annual General Meeting and all business to be transacted at any other General Meeting.
“Timestamp” means the current time of an event that is recorded by a Secured Computer System and is used to describe the time that is printed to a file or other location to help keep track of when data is added, removed, sent or received.
‘Voting by electronic means, includes ‘remote e-voting’ and voting at the general meeting through an electronic voting system which may be the same as used for remote e-voting.
“Voting by postal ballot” means voting by ballot, by post or by electronic means.
“Voting Right” means the right of a Member to vote on any matter at a Meeting of Members or by means of e-voting or postal or physical ballot;
Words and expressions used and not defined herein shall have the meanings respectively assigned to them under the Act.