The Secretarial Standard -1 Part - 1

Published At: 04-Oct-2021


INTRODUCTION:


The Secretarial Standard -1 (SS-1) prescribes a set of principles to be followed while convening and conducting Meetings of the Board of Directors. SS-1 facilitates compliance with these principles to harmonise prevalent diverse practices. It ensures a reliable Board process which protects the interests of the company and its stakeholders. Especially in the case of small and private companies. 


SS-1 requires Company Secretary (ies) to oversee the vital process of recording and facilitating implementation of the decisions of the Board. Where there is no Company Secretary in the company or in the absence of the Company Secretary, any Director or other Key Managerial Personnel (KMP) or any other person authorised by the Board for this purpose may discharge such functions as given in SS-1.


SS-1 does not seek to substitute or supplant any existing laws. It strives to supplement such laws for promoting better corporate governance. The said Revised Secretarial Standard 1 shall be effective from 1st October 2017. There are some alterations made in the revised SS-1 in comparison to former SS-1



EXSISTING SS-1

REVISED SS-1

RATIONALE


APPLICABILITY OF SS-1

SS-1 is thus applicable to the Meetings of the Board of all companies incorporated under the Act, except 


1. One Person Companies (OPC) having only one Director on its Board

SS-1 is thus applicable to the Meetings of the Board of all companies incorporated under the Act, except 


1. One Person Companies (OPC) having only one Director on its Board 


2. Companies licensed under Section 8 of the Companies Act, 2013 or corresponding provisions of any previous enactment thereof.


Note: Section 8 companies need to comply with the applicable provisions of the Act relating to Board Meetings 

Revised SS is exempt on Section 8 Companies

MEANING OF COMMITTEE

Committee means a Committee of Directors constituted by the Board.


Committee means a Committee of Directors mandatorily required to be constituted by the Board under the Act 


SS shall be applicable only on the Committee of the Board, which is mandatory to be constituted under the Act.


MEANING OF SECRETARIAL AUDITOR

Secretarial Auditor” means a Company Secretary in Practice appointed in pursuance of the Act to conduct the secretarial audit of the company

Secretarial Auditor” means a Company Secretary in Practice or a firm of Company Secretary in Practice appointed in pursuance of the Act to conduct the secretarial audit of the company

Revised SS has included firm of Company Secretary (ies) in Practice to conduct the secretarial audit of the company


DAY OF MEETING 

A meeting can be convened at any time and place on any day, excluding National Holiday

A meeting can be convened at any time and place on any day.

Board meeting can be held on National Holiday

CONVENING ADJOURNED MEETING

Meeting adjourned for want of Quorum shall also not be on a National Holidays.

Removed 

Adjourned Board meeting can be held on National Holiday

MAXIMUM INTERVAL BETWEEN BOARD MEETINGS




The Board shall meet at least once in every calendar quarter, with a maximum interval of one hundred and twenty days between any two consecutive Meetings of the Board, such that at least four Meetings are held in each Calendar Year.

The company shall hold at least four Meetings of its Board in each Calendar Year  with a maximum interval of one hundred and twenty days between any two consecutive 

Meetings.



The amendment aims to provide relaxation from holding meeting of the Board in each Calendar Quarter in alignment with the Provisions of law.


However MCA vide General Circular No. 08/2021 dated 03rd May, 2021  has extended the interval between two board meetings by a period of 60 days for first two quarters of Financial Year 2021-22. Earlier the gap between two subsequent board meetings was 120 days but now it has been extended for further 60 days (i.e 120 days + 60days =180 days) during the Quarters April to June, 2021 and July to September, 2021.


NOTICE OF THE MEETING 

Notice of the meeting, wherein the facility of participation through Electronic Mode is provided, shall clearly mention venue, whether registered office or otherwise, to be the venue of the said Meeting and it shall be the place where all the recordings of the proceedings at the Meeting should be deemed to be made.


Notice of the meeting, wherein the facility of participation through Electronic Mode is provided, shall clearly mention venue, whether registered office or otherwise, to be the venue of the said Meeting and it shall be the place where all the recordings of the proceedings at the Meeting should be deemed to be made.


Mandatory to mention venue of the meeting in each and every notice of the meeting whether through Electronic facility of participation through Electronic Mode provided or not. 

MANNER IN WHICH NOTICE, NOTICE AGENDA IS TO BE GIVEN:

Notice in writing of every  Meeting shall be given to every  Director by hand or by speed  post or by registered post or  by courier or by facsimile or by e-mail or by any other electronic means.


Notice in writing of every Meeting shall be given to every Director by hand or by speed post or by registered post or by facsimile or by e-mail or by any other electronic means.

Notice shall be send by hand delivery, post or electronic means. Therefore the word “or by courier” is Deleted.

MODE OF SENDING NOTICE, AGENDA/ NOTES

ON AGENDA TO ORIGINAL DIRECTOR / ALTERNATE DIRECTOR


The Notice, Agenda and Notes on Agenda shall be sent to the Original Director also at the address registered with the company, even if these have been sent to the Alternate Director.


The mode of sending Notice, Agenda and Notes on Agenda to the original director shall be decided by the company.

The discretion is given to company to choose the mode of sending Notice, Agenda / Notes on Agenda to original director.


MEANS OF DELIVERY OF NOTICE, NOTICE AGENDA AND NOTES ON AGENDA

Where a Director specifies a particular means of delivery of  Notice, the Notice shall be given  to him by such means.

Where a Director specifies a particular means of delivery of 

Agenda and Notes on Agenda, these papers shall be sent to  him by such means. However, in case of a Meeting conducted at a shorter  notice, the Company may choose an expedient mode of 

sending notice.

In case of Meeting at shorter notice discretion is given to company to choose an expedient mode of sending Notice.

PROOF OF SENDING NOTICE, NOTICE AGENDA AND NOTES ON AGENDA 






Proof of sending Notice, Notice Agenda and Notes on Agenda and its delivery shall be maintained by the company.

Proof of sending Notice, Notice Agenda and Notes on Agenda and its delivery 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

The minimum time period is provided for preserving proof of sending and delivery by the company Period of retention of such records, in any case not less than 3 years from the date of the meeting.

PARTICIPATION THROUGHT ELECTRONIC MEANS 





Any Director may participate  through Electronic Mode in a  Meeting , if the company   provides such facility, unless the  Act or any other law specifically  does not allow such  participation through Electronic  Mode in respect of any item of 

Business.


2. 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. Similarly, participation in the discussion through Electronic Mode shall not be allowed in Meetings of the Audit Committee for consideration of annual financial statement including consolidated financial statement, if any, to be approved by the Board, unless expressly permitted by the Chairman.

Any Director may participate through Electronic Mode in a meeting, unless the Act or any other specifically prohibits such participation through Electronic mode in respect of any item of business




2. Directors shall not participate through Electronic Mode in the discussion on certain restricted items.

The intention of law is that if a director opts  to attend through video conferencing, the Company shall provide the facility. The company has to inform the directors about the option available for attending the meeting.


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