Paragraphs 9 15 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.
These seven paragraphs of SS-2 cover what happens once a meeting is under way and things do not go smoothly: a poll is demanded, a resolution needs changing, the quorum fails or the meeting cannot finish. They carry several fixed time limits, so they are set out below as a table, ideally alongside a compliance advisory meeting checklist.
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.
A poll on the appointment of the Chairman or on adjournment is taken forthwith; any other poll within forty-eight hours of the demand. The scrutiniser reports within seven days of the last date of the poll and the result is declared within two days after that. A resolution likely to affect the market price or put to e-voting cannot be withdrawn. A meeting adjourned for thirty days or more needs fresh notice; one adjourned for less than thirty days needs at least three days' notice. No gifts may be given to members.
Paragraph 9: conduct of a poll
| Para | Requirement |
|---|---|
| 9.1 | The Chairman verifies that the demand is valid. If valid, a poll on the election of the Chairman or on adjournment is ordered forthwith; any other poll is taken within forty-eight hours of the demand |
| 9.2 | If the poll is not taken at once, the Chairman announces the date, venue and time so that members have a convenient opportunity to vote. If he cannot announce it at the meeting, he tells members how and when, and in any case within twenty-four hours of the close of the meeting. Members who did not attend may take part. He may allow a member to be present at counting |
| 9.3 | Each resolution is put to the poll separately. One ballot paper may cover more than one item |
| 9.4 | The Chairman appoints as many scrutinisers as he needs, who may include a Company Secretary, Chartered Accountant or Cost Accountant in practice, an Advocate or another person of repute not employed by the company, so that scrutiny is fair and transparent |
| 9.5.1 | The scrutiniser reports within seven days from the last date of the poll to the Chairman, who countersigns and declares the result within two days of receiving the report, with votes for and against, invalid votes and whether the resolution is carried. If the Chairman is unavailable, an authorised person receives and countersigns the report |
| 9.5.2 | The result is shown for at least three days on the notice board at the registered, head and corporate offices (if elsewhere) and on the website, if any |
| 9.5.3 | The poll result is deemed the decision of the meeting on that resolution |
A private company follows paragraphs 9.2, 9.4 and 9.5.1 unless its Articles provide otherwise. The rule on the scrutiniser's report in Form MGT-13 is in Rules 21 and 23 of the Management and Administration Rules; it also has the same seven-day outer limit for the report. For the right to demand a poll, see the article on paragraph 7.
Paragraph 10: no withdrawal
Resolutions on items likely to affect the market price of the company's securities cannot be withdrawn. Any resolution proposed for consideration through e-voting cannot be withdrawn either.
Paragraph 11: rescinding
A resolution passed at a meeting is rescinded only by a resolution passed at a subsequent meeting. (A postal ballot resolution has its own rule in paragraph 16.8.)
Paragraph 12: modifications
- A modification that does not materially change the purpose of a resolution may be proposed, seconded and adopted by the requisite majority at the meeting; the modified resolution is then properly proposed, seconded and put to vote.
- No modification can alter the substance of the resolution set out in the notice. The Chairman may correct grammatical, clerical, factual and typographical errors.
- No modification is made to a resolution already put to remote e-voting before the meeting.
Paragraph 13: reading of reports
The qualifications, observations or comments in the Auditor's Report on financial transactions that have an adverse effect on the functioning of the company are read at the AGM, and members' attention is drawn to the Board's explanations in its report. The same applies to qualifications in the Secretarial Audit Report issued by the Company Secretary in Practice that have a material adverse effect. The Board's report side is covered in our guide to secretarial audit under section 204.
Paragraph 14: gifts
No gifts, gift coupons or cash in lieu of gifts are distributed to members at or in connection with the meeting.
Paragraph 15: adjournment
| Para | Rule |
|---|---|
| 15.1 | A duly convened meeting is not adjourned unless circumstances warrant. The Chairman may adjourn with the consent of members, at which a quorum is present, and must adjourn if members so direct. A meeting stands adjourned for want of quorum, and the Chairman may adjourn in the event of disorder |
| 15.2 | If adjourned sine die or for thirty days or more, notice of the adjourned meeting follows the ordinary notice provisions |
| 15.3 | If adjourned for less than thirty days, at least three days' notice stating day, date, time and venue, individually or by advertisement in a vernacular and an English newspaper. For an adjournment of not more than three days announced at the meeting with full details, the company may still opt for notice or advertisement |
| 15.4 | A meeting other than an AGM or requisitioned meeting adjourned for want of quorum is held the same day next week at the same time and place, or as the Board decides, with at least three days' notice. If quorum is absent at the adjourned meeting within half an hour, the members present, not less than two, form the quorum. An adjourned AGM is not held on a National Holiday if filling a director vacancy by rotation is on the agenda. The fifteen-month gap rule must still be met, subject to any extension by the Registrar |
| 15.5 | A requisitioned meeting stands cancelled if no quorum is present within half an hour |
| 15.6 | At an adjourned meeting only the unfinished business is considered. A resolution is deemed passed on the date of the adjourned meeting |
A private company follows paragraphs 15.4 and 15.5 unless its Articles provide otherwise. See sections 101 to 103 on notice and quorum for the Act's side.
What changed in 2024
Only wording changed in this range: "para" became "paragraph" in the private company sentences of 9.4, 9.5.1, 15.4 and 15.5. Nothing in paragraphs 9 to 15 changed in substance. The full list is in the article on the revised SS-1 and SS-2.
Checklist for the Company Secretary
| Event | Action |
|---|---|
| Poll demanded | Verify validity; decide if forthwith or within forty-eight hours; announce date, venue, time |
| Poll not taken at the meeting | Inform members within twenty-four hours of meeting close if details were not announced |
| Poll complete | Collect the scrutiniser's report within seven days; declare within two days; display three days |
| Amendment proposed from the floor | Check it does not alter the substance of the notice |
| Quorum fails | Record adjournment; give notice of at least three days where required |
A worked example
Summit Engineering Limited holds its AGM and a member demands a poll on Resolution 5 at 11.30 a.m. The Chairman verifies the demand and announces that the poll will be taken the next day at noon at the registered office, within forty-eight hours. Members absent from the meeting may vote. The poll closes; the scrutiniser reports within seven days and the Chairman declares the result in two days. Later in the meeting a member proposes changing the dividend amount in a resolution; the Chairman rules it out because it changes the substance of the notice. When the quorum is lost in an EGM, it stands adjourned to the same day next week, and notice of at least three days goes to members.
Need help with meeting procedure?
Poll timing and adjournment notices are rarely rehearsed and often questioned later. TaxClue's compliance advisory team can prepare a Chairman's script and a poll and adjournment checklist for your next general meeting.
Key takeaways
- A poll on the Chairman or adjournment is forthwith; others within forty-eight hours.
- Scrutiniser reports within seven days; result declared within two days; displayed for three days.
- Market-price and e-voted resolutions cannot be withdrawn.
- Modifications cannot change the substance of the notice.
- Adjournment notice depends on the length: three days under thirty days, full notice at thirty days or more.
Read next
- Paragraph 8 of SS-2: conduct of e-voting
- Paragraph 16 of SS-2: postal ballot
- Paragraph 7 of SS-2: voting
- Sections 101 to 103: notice and quorum
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.