Secretarial Standard-1 (SS-1)
ICSI released the revised the Secretarial Standards in year 2017. The revised SS are applicable from 1st October 2017. Today, we will have a quick recap of Secretarial Standard-1. We will try to keep it as simple so that we can complete it in a 5-7 minute read.
First thing first:-
ØSecretarial Auditor means Practicing Company Secretary or Firm of PCS.
ØAny Director may call a Board Meeting and the CS or in absence of CS, any other person authorised by the Board shall convene the BM.
ØMeeting can be held on any day including National Holiday.
ØMeetings shall have a Serial Number.
ØNotice, Agenda, Notes on Agenda shall be given by hand, speed post, Registered Post or fax or email or any other electronic mail but not through Courier.
ØIn case of Speed post or Registered Post 2 days shall be added.
ØProof of sending notice, agenda, Notes on Agenda shall be maintained for a minimum of 3 years.
ØItems not included in Agenda may be taken in the meeting with the permission of Chairman and with the consent of Majority of Directors.
ØLeave of Absence shall be communicated to CS or any other authorised person.
Ø Notice shall specify the date, day, time, venue address and option to attend the meeting through Video Conferencing apart from other things.
ØNotice and Agenda shall be given atleast 7 days before the date of the meeting.
ØMeeting can be held on shorter notice only if 1 Independent Director is present at such meeting or if not present then decision shall be ratified by atleast 1 ID.
ØDirector may intimate his intention to participate meeting through Video Conferencing in the beginning of the calendar year which shall be valid for such calendar year.
ØMatter which can’t be dealt through VC: –
· Approval of Financial Statements, Board Report, Prospectus.
· Audit Committee meeting.
· Approval of matters in relation to merger, demerger etc.
ØChairman of Company shall be chairman of Board Meetings, if not then director shall elect one of themselves as chairman.
ØIt shall be the duty of chairman to convene the meeting.
ØIf Chairman is interested in an item he shall entrust the proceeding to any non-interested director with the consent of majority of directors. However, in Private Company he can participate after disclosure of his interest.
ØIf RPT, then interested Chairman shall not be present at the meeting.
Ø1stBM in 30 days of incorporation and 4 BM in a Calendar year. Max gap shall be 120 days.
Ø1 meeting of independent Directors shall be held in 1 Calendar year.
ØQuorum shall be 1/3rd or 2 whichever is higher.
ØQuorum shall always be disinterested and shall be present throughout the meeting.
ØDirector interested in an item neither count for quorum nor shall participate in such item. However, in Private Company he can participate after disclosure of his interest.
ØIf Meeting Adjourn due to Quorum then adjourn to next week, same day, same time and place and if that day is a national holiday then next day.
ØSeparate Attendance Registers for Board Meetings and Committee Meetings.
ØParticulars of Attendance Registers
· S.no, Day, Date, Time and Place of Meeting.
· Name of Directors, Secretary and Invitees and their Signatures thereof.
· Name of the Committee Meeting
ØAttendance Registers open for inspection even after cessation of Director during the period of his directorship and shall be preserved for 8 FY.
ØIf Director attending through VC, then mode of attending the meeting shall be recorded & Authenticated by CS or any other authorised person.
ØResolution by Circulation:- Items can be passed through circulation but if 1/3rdof total director require item to be decided at a meeting then resolution to be conducted at BM. Interested Director not be excluded for determining 1/3rdof total no. of Directors.
ØResolution Passes on earlier of Last date specifying on the notice or when 2/3rdapproval gets in.
ØMinutes
· Kept at R.O. of the company.
· Pages should be consecutively numbered.
· Shall state type of the meeting, name of the company, day, date, venue and attendance.
· Written in past tense, resolution in present tense.
ØDraft minutes to be circulated to all directors present or not in meeting as on date of the meeting within 15 days from the conclusion of the minutes.
ØWithin 7 days members communicate comments and within 30 days of meeting minutes shall be entered in the minute books.
ØWithin 15 days of signing of minutes by chairman, copy of signed minutes certified by CS, circulated to all directors.
ØBoard Report should include statement of Compliance of Secretarial Standard.
For any other queries or requirements contact:
CS Arpit Garg
8447773833
arpitgargcs@gmail.com
great blog