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Revised Secretarial Standard-1

Secretarial Standards

Secretarial Standard 1 and 2 ('SS-1 and SS-2'), came in force on July 1, 2015 after being published in the official gazette of India on April 23, 2015.

 ICSI had released revised the SS-1 (Secretarial Standard on Board Meetings) and SS-2 (Secretarial Standard on General Meeting), which had come into effect from October 1, 2017. Any meeting held on or after October 1, 2017, except the meeting for which notice has been sent before October 1, 2017, has to comply with the revised SS-1 and SS-2.

The motive behind revising the Secretarial Standard 1 and 2, is to keep the Secretarial Standards in line with the Companies Act, 2013 after the issuance of the number of amendments, exemptions notifications, circulars by MCA and to remove the interpretational issues.

Comparative Analysis on old and revised Secretarial Standard-1

Particulars

Old SS-1

Revised SS-1

Change

Scope

Applicable to meetings all Companies, except One Person Company (OPC) having only one Director on its Board.

Applicable to meetings all Companies, except One Person Company (OPC) having only one Director on its Board and Section 8 Company

Now SS-1 is not applicable on Section 8 Companies.

Time, Place, Mode and Serial Number of Meeting

 

A meeting can not be held on National Holidays (January 26, August 15, October 2)

 

A meeting can be held at any time, place on a day

 

A meeting can now be held on any day including a National Holiday, though adjourn due to want of quorum meeting can not be held on National Holiday

Venue of the Meeting

 

Venue as mentioned in the Notice of the meeting  shall be the place where all the recordings (in case of Electronic Mode is provided) of the proceedings at the Meeting would be made

Venue as mentioned in the Notice of the meeting shall be the place where all the recordings (in case of Electronic Mode is provided) of the proceedings at the Meeting shall be deemed to be made

Insertion of the word “shall” in place of “would”

Notice of the Meeting

1.Notice in writing shall be 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

 2. Proof of sending Notice and its delivery shall be maintained by the company.

 

1. Notice in writing shall be by hand or by speed post or by registered post or by facsimile or by e-mail or by any other electronic means.

2. Board has the power to decide for how long the Company shall maintain proof of sending Notice and its delivery; which period shall not be less than three years from the date of the Meeting

 

1. Notice served through courier will be no longer considered as compliance of SS-1. However, Circular Resolution, Minutes can be sent by Courier

 2. Maintaining Proof of sending Notice and its delivery need not be maintained in perpetuity

 

Participation through electronic mode

Where such facility is provided, the Notice shall seek advance confirmation from the Directors as to whether they will participate through Electronic Mode in the Meeting.

 

If a Director intends to participate through Electronic Mode, he shall give sufficient prior intimation to the Chairman or the Company Secretary to enable them to make suitable arrangements in this behalf

 

Shift of the responsibility of intimation from the Company to the Director

 

Agenda and Notes to Agenda

 

1. Shall be sent to all Directors by hand or by speed post or by registered post or by courier or by e-mail or by any other electronic means.

 2. Shall be sent by the means preferred by the Director.

 3. Proof of sending Agenda and Notes on Agenda and their delivery shall be maintained by the company.

 

1. Shall be sent to all Directors by hand or by speed post or by registered post or by e-mail or by any other electronic means.

 2. Shall be sent by the means preferred by the Director. However, in case of a Meeting conducted at a shorter Notice, the company may choose an expedient mode of sending Agenda and Notes on Agenda.

 3. Board has the power to decide for how long the Company shall maintain proof of sending Agenda and Notes to Agenda and its delivery; which period shall not be less than three years from the date of the Meeting.

 

1. Agenda and Notes to Agenda served through courier will be no longer considered as compliance of SS-1.

 2. In case of Shorter notice the Company in place of means preferred by the Director may opt for the expedient mode for sending Agenda and Notes to Agenda 3. Maintaining Proof of sending Agenda and Notes to Agenda and its delivery need not be maintained in perpetuity.

 

Any item not included in the agenda

May be taken up for consideration with the permission of the Chairman and with the consent of a majority of the Directors present in the Meeting, which shall include at least one Independent Director, if any

 

May be taken up for consideration with the permission of the Chairman and with the consent of a majority of the Directors present in the Meeting

 

Word Independent Director removed. Consent of majority of the Director is required

 

Frequency of Meetings

 

1. Shall be held once in every calendar quarter.

 2. Gap between two meetings shall not be more than 120 days

 3. Atleast four board meetings are held in each calendar year

 

1. Gap between two meetings shall not be more than 120 days.

 2. Atleast four board meetings are held in each calendar year

 

Requirement to hold Board Meeting in every calendar quarter removed.

 

Quorum

1. Director in respect of an item in which he is interested, shall not be reckoned for Quorum and shall not be present (physically or by electronic mode) during discussion and voting on such item.

 2. Director shall be treated interested in a contract /arrangement it is to be entered into
a.) with the Director himself or his relative

b.) with any Body corporate- Holding shares of more than 2% of paid up share capital, Promoter, Manager, CEO

c.) with a firm or other entity- Director or his relative is a partner, owner or Member

 

1. In case of a private company, the interested Director shall e entitled to participate in respect of such item after disclosure of his interest.

 2. Director shall be treated interested in a contract /arrangement it is to be entered into
a.)  with any Body corporate- Holding shares of more than 2% of paid up share capital, Promoter, Manager, CEO

 b.) with a firm or other entity- Director is a partner, owner or Member

 

1. Interested Director of a private limited company can participate, after disclosing his interest.

2.  Term 'Relative' has been removed.

 

Attendance of Meeting

Attendance register shall contain- serial number and date of the Meeting;

 in case of a Committee Meeting name of the Committee; place of the Meeting; time of the Meeting;

 names of the Directors and signature of each Director present; name and signature of the Company Secretary and also of persons attending the Meeting by invitation

 

Attendance register shall contain serial number and date of the Meeting;

 in case of a Committee Meeting name of the Committee; place of the Meeting; time of the Meeting;

 names and signatures of the Directors, the Company Secretary and also of persons attending the Meeting by invitation and their mode of presence, if participating through Electronic Mode

 

1. If a person is attending meeting through electronic mode, his mode of presence shall be mentioned in the attendance register
 
2. Presence of any director through electronic mode shall be authenticated by either CS/Chairman/ any other director authorized by the Chairman

 3. a director after he ceased to be a director can inspect the attendance register for the period of his directorship.

 

Entries of Attendance Register

Shall be authenticated by CS/Chairman

This clause has been removed.

Authentication of attendance registers is not required

Chairman of the Board Meeting

1. If the Chairman is interested in any item of business, shall entrust the chair to any other dis-interested director.

 2. For RPT, interested Chairman shall not be present during discussion (physically or electronic mode)

1. If the Chairman is interested in any item of business, shall entrust the chair to any other dis-interested director. Exception added for Private Companies

 2. For RPT, interested Chairman shall not be present during discussion and voting (physically or electronic mode)

 

1. In private company, the Chairman may continue to chair and participate in the Meeting after disclosure of his interest.

 2. Words 'Electronic mode' and 'voting' added

 3. At the end of discussion on each agenda item the Chairman shall announce the summary of the decision taken thereon.

Passing of Resolution by circulation

Proof of sending and delivery shall be maintained by the Company

 

Proof of sending and delivery shall be maintained by the Company for such period as may be decided by Board, not less than 3 years

 

Board may decide the period for which Company shall preserve the proofs. That period shall not be less than 3 years

 

Approval

The Circular resolution will be deemed to be passed on the earlier of:

  1.  the last date specified
  2.  receipt of consent of 2/3 of the Directors

 

The Circular resolution will be deemed to be passed on the earlier of:

  1.  the last date specified
  2. receipt of consent of majority of the Directors subject to some terms and conditions

 

Word 2/3 of the directors replaced by word majority.

 

Recording

Shall be noted at the next Meeting of the Board along with the text of dissent or abstention, if any.
 Minutes shall also record the fact that the Interested Director did not vote on the Resolution

Shall be noted at the next Meeting of the Board along with the text of dissent or abstention, if any.

No requirement to mention in the Minutes that the Interested Director did not vote on the Resolution

Content of Minutes

All appointments made one level below Key Managerial Personnel shall be noted by the Board

No such requirement

Board shall not require to note appointments of one level below Key Managerial Personnel

Recording of Minutes

Any document, report or notes placed before the Board and referred to in the Minutes shall be initialed by the Company Secretary or the Chairman

 

Wherever the decision of the Board is based on any unsigned documents tabled at the Meeting, which were not part of the Notes on Agenda and are referred to in the Minutes, shall be initialed by the Company Secretary or the Chairman

Initialing is now requirement only when the documents is unsigned, board has based its decision on that document and was not part of notes on agenda

Finalization of Minutes

It is upto the discretion of the Chairman to consider, comments of the directors received on draft minutes after expiry of 7 days

The Chairman in case is authorized by the Board, can exercise his discretion to the comments of the directors received on draft minutes after expiry of 7 days

Authorization of the Chairman by the Board is required

Signing and Dating of Minutes

Within 15 days of signing of the minutes, copy of the same shall be circulated to all the Directors

 

1. Within 15 days of signing of the minutes, copy of the same shall be circulated to all the Directors, except to those Directors who have waived their right to receive the same either in writing or such waiver is recorded in the Minutes.

2.  Proof of sending signed Minutes 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

1. Directors may waive off their right to receive copy of signed minutes

2. Company shall now maintain Proof of sending signed Minutes and its delivery

 

Disclosure

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

The Report of the Board of Directors shall include a statement on compliances of applicable Secretarial Standards

 

Details of number and dates of meeting attended by the Directors are no longer required to be mentioned in the Annual Report