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Secretarial Standards (SS-1 and SS-2)

June 11, 2015     by Aakanksha Bhatia

Section 118(10) of the Companies Act, 2013 mandates companies to observe Secretarial Standards with respect to General and Board Meetings specified as such by the Institute of Company Secretaries of India. Secretarial Standards apply to all companies.

IMPORTANT POINTS TO BE NOTED:

  • SS-1 is for Board Meetings and SS-2 is for Shareholders Meetings.
  • These Standards are mandatorily applicable to all the Private and Public Limited Companies.
  • However, it shall not be applicable to OPC (One Person Company).
  • These SS will be effective from 01-July-2015.
  • The principles contained in SS-1 is also applicable to the Meetings of the Committee(s) of the Board.
  • The principles contained in SS-2 is also applicable to the Meetings of debenture-holders and creditors.
  • The Annual Report and Annual Return of a company shall disclose the number and dates of Meetings of the Board and Committees held during the financial year indicating the number of Meetings attended by each Director.

HIGHLIGHTS OF THE SECRETARIAL STANDARDS:

Secretarial Standards – 1 (Board meeting):

  • One BM every calendar quarter with not more than 120 days gap in between.
  • Notice and Agenda for the BM shall be given at least 7 days in advance.
  • Notice can be served by hand as well. Other means are registered post, speed post or email.
  • Meeting shall have a serial number
  • Company has to maintain Delivery proofs of Notice and Agenda.
  • Minutes can be maintained in electronic form and shall have Timestamp.
  • Separate attendance register required for meetings of Board and Committee meeting.
  • Board Meetings at a shorter notice:
    1. Where Independent Directors are on Board: At least one independent director shall be present at the Meeting. If no Independent Director is present, decisions taken at such a Meeting shall be circulated to all the Directors and shall be final only on ratification by at least one Independent Director.
    2. Where no Independent Directors are on Board: Decisions taken shall be final only if majority approves.
  • Circular Resolution: If 1/3rd of the Directors require passing a Circular resolution at actual Board meeting, then, the same shall be passed in such manner.
  • Within 15 days of the Meeting of the Board or the Committee, the draft Minutes certified by CS or any Director thereof shall be circulated.
  • Any alteration in the Minutes as entered shall be made only by way of express approval of the Board at its subsequent Meeting.

Secretarial Standards – 2 (General Meeting):

  • Notice and additional docs if sent by post or courier shall be sent 23 days in advance.
  • Notice of the Meeting, wherein the facility of e-voting is provided shall not be send by hand.
  • Every Company providing E-voting facility shall also put every resolution through a ballot process.
  • All scrutinizer’s registers, report and other related registers shall be kept in the custody of Company Secretary.
  • Minutes maintained electronically shall contain a time stamp and the minute’s book shall be serially numbered. Time of conclusion shall also be mentioned and minutes shall be finalized within 30 days

 

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