Paragraphs 4 and 5 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Paragraphs 4 and 5 of SS-2 deal with who must be on the platform and who runs the meeting. They require committee chairmen, Auditors and the Secretarial Auditor to be available to members, and they place a duty of fairness on the Chairman, including a rule for the case where the Chairman has a personal interest in an item. A meeting run-sheet from a compliance advisory review usually covers both points.
The version explained here is SS-2, as revised, effective from 1 April 2024 (approved by the Central Government under section 118(10)). ICSI may revise the Standards, so check the current version on icsi.edu. If a later change in the Companies Act makes any part of SS-2 inconsistent, the Act prevails.
The Chairman of the Board takes the chair. If he is absent fifteen minutes after the appointed time, or unwilling, the Directors present elect one of themselves; if no Director is present or willing, the members elect one by show of hands. The Chairman of the Audit, Nomination and Remuneration and Stakeholders Relationship Committees attend, as do the Auditors and, at an AGM, the Secretarial Auditor, unless the company exempts them. In a public company an interested Chairman does not propose or conduct that item.
Paragraph 4.1: Directors
If a Director cannot attend, the Chairman explains the absence at the meeting. The Chairman of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee, or another member of that committee authorised by its chairman, shall attend the general meeting. Directors who attend, and the Company Secretary, sit with the Chairman, and the Company Secretary assists the Chairman in conducting the meeting. The Standard does not say who must sit where beyond that; the aim is that members see the persons accountable to them.
Paragraph 4.2 and 4.3: Auditors and Secretarial Auditor
| Person | Attendance rule | Right to speak |
|---|---|---|
| Auditors | Attend each general meeting, personally or through an authorised representative, unless the company exempts them | Heard on the part of the business that concerns them as Auditors |
| Secretarial Auditor | Attends the AGM, personally or through a representative, unless the company exempts him; the Chairman may invite him to any other general meeting | Heard on the part of the business that concerns him |
| Authorised representative | Must be qualified to be an Auditor or Secretarial Auditor, as the case may be | As above |
The Standard speaks of attendance "unless exempted by the company", so a company that wants to excuse an Auditor does so by a decision of its own, and records it. The Auditors' position on the report is covered in paragraph 13 of SS-2, which deals with reading of reports.
Paragraph 5.1: appointment of the Chairman
The order of preference is:
- The Chairman of the Board takes the chair and conducts the meeting.
- If he is not present within fifteen minutes after the appointed time, or is unwilling, or no Director has been designated, the Directors present elect one of themselves.
- If no Director is present within fifteen minutes, or none is willing, the members present elect one of themselves on a show of hands, unless the Articles say otherwise.
If a poll is demanded on the election of the Chairman, it is taken forthwith under the Act. The person elected on the show of hands continues as Chairman until another person is elected on the poll, and that other person chairs the rest of the meeting. A private company follows this paragraph unless its Articles provide otherwise. The statutory rule is in our guide to section 104 on the Chairman of a meeting.
The Chairman also has duties. He must make sure the meeting is duly constituted under the Act, the Articles and other applicable laws before business starts; conduct it in a fair and impartial manner; ensure that only business set out in the notice is transacted; and regulate the manner of voting in line with the Act.
Paragraph 5.2: explaining and answering
The Chairman explains the objective and implications of the resolutions before they are put to vote, and gives members entitled to vote a fair opportunity to seek clarifications or offer comments on any item, addressing them as warranted. This is a duty of the Chair, not the Company Secretary, although the Company Secretary assists.
Paragraph 5.3: an interested Chairman
In a public company, the Chairman shall not propose any resolution in which he is deemed concerned or interested, nor conduct the proceedings on that item. Without prejudice to his voting rights, he entrusts the item to a Non-Interested Director, or to a member with the consent of the members present, and resumes the chair when the item is done. For a vote that ends equal, see the second or casting vote rule in paragraph 7 of SS-2: the person who takes the chair for that item has the casting vote.
What changed in 2024
The only change in this range is wording: the reference to the Articles in the private company sentence of paragraph 5.1 now says "paragraph" instead of "para". The substance is unchanged. See the revised SS-1 and SS-2 summary for the full list.
Checklist for the Company Secretary
| Before the meeting | At the meeting | After the meeting |
|---|---|---|
| Confirm committee chairmen will attend | Note arrival of the Chairman against the fifteen-minute mark | Record any exemption given to an Auditor |
| Invite Auditors and the Secretarial Auditor with the notice | Record who took the chair and on what basis | Record who chaired an interested item |
| Brief the Chairman on any item where he has an interest | Have the Chairman explain each resolution | Keep the Q and A record for the minutes |
A worked example
Falcon Agro Limited holds its AGM at 11 a.m. The Chairman of the Board is travelling and has not arrived by 11.15. The Directors present elect the Audit Committee chairman, Mr Rao, to chair. One item proposes a related party transaction in which Mr Rao is interested through a relative. The company is public, so Mr Rao hands the proceedings on that item to a non-interested Director, who proposes the resolution, with Mr Rao keeping his vote. When the item ends, Mr Rao resumes the chair. The statutory auditors' representative, qualified as an auditor, is present and speaks on the audit report.
Need help with general meetings?
Who chairs the meeting and who attends is easy to plan but easy to miss on the day. TaxClue's compliance advisory team can prepare a run-sheet for your AGM with attendance, chairing and recording points.
Key takeaways
- The Chairman of the Board chairs; if absent at fifteen minutes, Directors elect, then members by show of hands.
- Committee chairmen, Auditors and, at an AGM, the Secretarial Auditor are expected to attend.
- An authorised representative of an auditor must himself be qualified as an auditor.
- The Chairman explains resolutions and invites questions before voting.
- In a public company an interested Chairman steps aside for that item.
Read next
- Paragraphs 2 and 3 of SS-2: frequency and quorum
- Paragraph 6 of SS-2: proxies
- Section 104: Chairman of a meeting
- Drafting minutes of the AGM
Disclaimer: Based on the Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 and SS-2 as revised effective 1 April 2024; SS-3 effective 1 January 2018; SS-4 effective 1 October 2018), as consulted on 3 October 2026. ICSI revises the Standards from time to time; check the current versions on icsi.edu and the Companies Act provisions referred to. This article is general information, not legal advice; check the official text before acting.