04-Oct-2021 The Secretarial Standard -1 Part - 2

EXSISTING SS-1

REVISED SS-1

RATIONALE

DIRECTORS SHALL NOT PARTICIPATE  THROUGH ELECTRONIC MODE ON CERTAIN RESTRICTED 

ITEMS

Directors shall not participate through Electronic Mode in the discussion on certain restricted items, unless expressly permitted by the Chairman. Such restricted items of business include approval of the annual financial statement, Board’s report prospectus and matters relating to amalgamation, merger, demerger, acquisition and takeover.  

The Companies (Meetings of Board and its Powers) Amendment, Rules 2021 on 15th June 2021. These Rules came into effect from 15th June 2021.

Section 173 of Companies Act, 2013 allows holding Board Meeting through physical as well as video conferencing mode. 

However, Rule 4 restrict some matters (mentioned below) which can’t be discussed in Board Meeting through Video Conferencing.

As per amendment dated 15/06/2021, Companies can deal with any type of matter in the Board Meeting through Video Conferencing. 

Now, there is no restriction on discussion on any matter in the Board meeting through video conferencing.

INSPECTION  OF ATTENDANCE REGISTER

The attendance register is open for inspection by the Directors.

The attendance register is open for inspection by the Directors. Even after a person ceases to be a Director, he shall be entitled to inspect the Attendance Register of the Meetings held during the period of his Directorship.

The registers shall be open for inspection by the Director after his cessation for the period of his Directorship.

MAINTAINENCE OF ATTENDANCE REGISTERS

1. Every company shall maintain  separate attendance registers 

for the Meetings of the Board and Meetings of the Committee. The pages of the respective attendance registers shall be serially numbered.

2. If an attendance register is maintained in loose-leaf form, it 

shall be bound periodically depending on the size and volume.

1. Every company shall maintain attendance registers for the Meetings of the Board and Meetings of the Committee. The pages of the attendance registers shall be serially numbered.

2. If an attendance register is maintained in loose-leaf form, it shall be bound periodically, atleast once in every three years. 

Some companies may have a common attendance register for all its committees / Board Meetings and hence the relaxation is given.

Revised SS-1 specifies a minimum period for binding such records.

PRESERVATION OF ATTENDANCE REGISTER 

The attendance register shall be preserved for a period of atleast eight financial years and may be destroyed thereafter with the approval of the Board.

The attendance register shall be preserved for a period of atleast eight financial years from the date of last entry made therein.

Revised SS-1 specifies that the attendance register shall be preserved for a period of atleast eight financial years from the date of last entry made therein.

CUSTODY OF THE ATTENDANCE REGISTER

Where there is no Company Secretary, the attendance  register shall be kept in the custody of any Director authorised by the Board for this 

purpose.

Where there is no Company Secretary, the attendance register shall be kept in the custody of any other person.

Revised SS-1 provides relaxation to give custody of attendance register to any other person authorised by the Board.

LEAVE OF ABSENCES

Leave of absence shall be granted to a Director only when a request for such leave has been received by the Company Secretary or by the Chairman.

Leave of absence shall be granted to a Director only when a request for such leave has been received by the Company Secretary or to the Chairman or to any other person authorised by the Board to issue Notice of the Meeting.

In the said revised SS-1,  the authority to grant leave of absence is provided to   any other person authorised by the Board to issue Notice of the Meeting.

PASSING OF RESOLUTION BY CIRCULATION

1. Proof of sending and delivery of the draft of the Resolution and the necessary papers shall be maintained by the company.

1.Proof of sending and delivery of the draft of the Resolution and the necessary papers shall be maintained by the company for such period as decided by the Board,  which shall not be less than three years from the date of the Meeting.

An additional Two days (2) days shall be added for the service of the draft resolution , in case the same has been sent by the Company by Speed post or registered post or by Courier.

An additional Two days (2) days shall be added for the service of the draft resolution , in case the same has been sent by the Company by Speed post or registered post or by Courier.

INTERESTED DIRECTOR SHALL NOT BE ENTITLED TO VOTE 

2. For this purpose, a Director, shall be treated as interested in a contract or arrangement entered or proposed to be entered into by the company:

(i) with the Director himself or his relative; or 

(ii) with any body 

corporate, if such Director, 

along with other Directors holds 

more than two percent of the 

paid-up share capital of that 

body corporate, or he is a 

promoter, or manager or chief 

executive officer of that body 

corporate; or

(c) with a firm or other 

entity, if such Director or his 

relative is a partner, owner or 

Member, as the case may be, of that firm or other entity.

2. For this purpose, a Director shall be treated as interested in a contract or arrangement entered or proposed to be entered into by the company.

In the Revised SS-1, the “Director himself or his/ her relative” is not covered.

3. Minutes shall also record the fact that interested Director did not vote on participation.

3. Removed 

A RECORD OF ALL APPOINTMENTS MADE AT THE MEETING 

Where the Minutes have been kept in accordance with the Act and all appointments have been recorded, then until the contrary is proved, all appointments of Directors, First Auditors, Key Managerial Personnel (KMP), Secretarial Auditors, Internal Auditors and Cost Auditors, shall be deemed to have been duly approved by the Board. 

All appointments made one level below KMP shall be noted by The Board.

Where the Minutes have been kept in accordance with the Act and all appointments have been recorded, then until the contrary is proved, all appointments of Directors, First Auditors, Key Managerial Personnel (KMP) , Secretarial

Auditors, Internal Auditors and Cost Auditors, shall be deemed to have been duly approved by the Board. 

Appointments made one level below KMP are not required to be noted by The Board.