The revised Secretarial Standard-1 shall be effective w.e.f. 1st
October, 2017
AMENDMENTS
SCOPE: The standard shall not applicable to
the following class of companies:
·
One Person Company in which there is
only one Directors on its Board
· Company licensed under Section 8 of
the CA, 2013 or corresponding provisions of any previous enactment
thereof.
However Section 8 companies need to comply with the applicable provisions of the act related to board Meetings.
1. Definition of Committee: SS-1 shall be applicable only on the
committees of the Directors mandatorily constituted by the Board under the Act.
OLD SS-1
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REVISED SS-1
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Committee means a committee of
Directors constituted by the Board.
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Committee means a Committee of
Directors mandatorily required to be constituted by the Board under the Act.
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2. Day of Meeting: According to revised SS-1 a Board Meeting can now be
held on “National Holiday” also.
OLD SS-1
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REVISED SS-1
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A Meeting may be convened at any time and place, on
any day, excluding a National Holiday
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A Meeting may be convened at any
time and place on any day.
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3. Agenda for considering Annual
Financial Statements in the meeting of Audit Committee: As per the revised SS-1, the agenda
for consideration of annual financial statements through electronic mode in the
meeting of the audit committee cannot be taken even after express permission
from the Chairman of the said meeting.
OLD SS-1
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REVISED SS-1
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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.
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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
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4. Details in Notice of the Meeting: It is now mandatory to mention the Venue of
the meeting in each and every notice of the meeting whether electronic mode is
provided or not.
OLD SS-1
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REVISED SS-1
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Notice of the Meeting, wherein the
facility of participation through Electronic Mode is provided, shall clearly
mention a venue, whether registered office or otherwise, to be the venue of
the Meeting and it shall be the place where all the recordings of the
proceedings at the Meeting would be made.
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Notice of the Meeting shall
clearly mention a venue, whether registered office or otherwise, to be the
venue of the Meeting and all the recordings of the proceedings of the
Meeting, if conducted through Electronic Mode, shall be deemed to be made at
such place.
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5. Notice of the meeting: As per revised SS-1, notice shall
not be sent via courier. The company may choose a suitable way of sending
notice in case of meeting at shorter notice.
OLD SS-1
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REVISED SS-1
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Notice in writing of every Meeting
shall be given to every Director by hand or speed post or registered post or
by courier or by facsimile or by e-mail or by any other electronic means.
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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.
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Where a Director specifies a
particular means of delivery of Notice, the Notice shall be given to him by
such means.
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Where a Director specifies a
particular means of delivery of Notice, it shall be given to him by such
means. However, in case of a Meeting conducted at shorter Notice, the
company may choose an expedient mode of sending Notice.
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6. Maintenance of Proof of sending of
Notice:
It is n now mandatory for all the
Companies to maintain copy of proof of sending of Notice at least for 3 years
from the date of meeting.
OLD SS-1
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REVISED SS-1
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Proof of sending Notice and its delivery shall be
maintained by the company.
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Proof of sending Notice and its
delivery shall be maintained by the company for such period as decided by the
Board, which shall not be less than 3 years from the date of the Meeting.
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7. Participation through Electronic
Means:
The permission of the chairman is now no longer required.
OLD SS-1
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REVISED SS-1
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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.
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Directors shall not participate
through Electronic Mode in the discussion on certain restricted items, 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.
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8. Notice informing electronic mode
available & intimation from Director:
OLD SS-1
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REVISED SS-1
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In case the facility of
participation through Electronic Mode is being made available, the Notice
shall inform the Directors about the availability of such facility, and
provide them necessary information to avail such facility.
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The Notice shall inform the
Directors about the availability of such facility, and provide them necessary
information to avail such facility.
Director may intimate his
intention of participation through Electronic Mode at the beginning of the
Calendar Year also, which shall be valid for such assumed that he will attend
the Meeting physically.
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9. Mode of sending notice in case of
meeting at shorter notice & preservation of documents:
As per revised SS-1, for meeting to
be held at shorter notice, the company may choose expedient mode of sending
agendas and notes on agendas.
The preservation of proof of sending
agendas and notes on agendas shall be not less than 3 years from the date of
the meeting.
10. Mode of sending notice to Original
Director when notice sent to the Alternate Director:
The mode of sending notice, agenda
& notes on agenda to the original director shall be decided by the company
if the same has been sent to alternate director.
11. Matters other than included in the
Agenda:
OLD SS-1
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REVISED SS-1
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Where approval by means of a Resolution is required,
the draft of such Resolution shall be either set out in the note or placed at
the Meeting
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Where approval by means of a
Resolution is required, the draft of such Resolution shall be either set out
in the note or placed at the Meeting. However, any other decision taken at
the meeting may also be recorded in the Minutes in the form of resolution.
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12. Taken Up any other Agenda not
including in Agenda Items:
Extra items to be considered in the
meeting may now be taken up without the permission of Independent Directors.
OLD SS-1
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REVISED SS-1
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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
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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.
The decision taken in respect of
any other item shall be final only on its ratification by a majority of the
Directors of the Company, unless such item was approved at the Meeting itself
by a majority of Directors of the Company.
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13. Frequency of Meeting: There is now no need to hold Board
Meeting in each Calendar Quarter.
OLD SS-1
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REVISED SS-1
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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 meeting are held in each calendar year.
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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
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14. Quorum: The private companies are now exempt from
restricted participation in the item in which he is interested. However the
same exemption is already provided under Companies Act, 2013.
OLD SS-1
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REVISED SS-1
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Director shall not be reckoned for
Quorum in respect of an item in which he is interested and he shall not be
present, whether physically or through Electronic Mode, during discussions
and voting on such item.
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Director shall neither be reckoned
for Quorum nor shall be entitled to participate in respect of an item of
business in which he is interested.
However, in case of a private
company, a Director shall be entitled to participate in respect of such item
after disclosure of his interest.
If the item of business is a
related party transaction, the Chairman shall not be present at the meeting,
whether physically or through electronic mode, during discussions and voting
on such item.
The Chairman shall ensure the
presence of the quorum throughout the meeting and at the end of discussion of
each agenda item the chairman shall
announce the summary of the decision taken thereon.
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15. Inclusion/exclusion of Interested
Director for the purpose of Quorum:
As per the revised SS-1, if Company entered into
contract or arrangement with a Director or his relative then he shall not treat
as Interested Directors.
OLD SS-1
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REVISED SS-1
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A Director shall be treated as interested in a
contract or arrangement entered into or proposed to be entered into by the
company:
(a) with the Director himself or his
relative; or
(b) 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.
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A Director shall be treated as
interested in a contract or arrangement entered into or proposed to be
entered into by the company:
(a) 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
(b) with a firm or other entity, if such Director is a
partner, owner or Member, as the case may be, of that firm or other entity
If the item of business is a related party
transaction, then he shall not be present at the Meeting, whether physically
or through Electronic Mode, during discussions and voting on such item
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16. Attendance Register:
OLD SS-1
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REVISED SS-1
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If an attendance register is
maintained in loose-leaf form, it shall be bound periodically depending on
the size and volume.
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If an attendance register is maintained in
loose-leaf form, it shall be bounded periodically, at least once in every
three years.
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The attendance register shall be
deemed to have been signed by the Directors participating through Electronic
Mode, if their attendance is recorded by the Chairman or the Company
Secretary in the Attendance Register
and the Minutes of the Meeting.
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The attendance register shall be
deemed to have been signed by the Directors participating through Electronic
Mode, if their attendance is recorded in the attendance register and
authenticated by the Company Secretary or where there is no Company
Secretary, by the Chairman or by any other Director present at the Meeting,
if so authorized by Chairman and the fact of such participation is also
recorded in the Minutes.
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Authentication of Attendance Registers:
Entries in the attendance register
shall be authenticated by the Company Secretary or where there is no Company
Secretary by the Chairman by appending his signature to each page.
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This clause is now omitted.
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Custody of Attendance Registers: Where there is no Company Secretary, the attendance
register shall be in the custody of any director authorized by the Board of
this purpose.
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Where there is no Company
Secretary, the attendance register shall be in the custody of any other
person authenticated by the Board of this purpose.
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17. Inspection of Attendance Register: As per the revised SS-1, a Director
may after retirement can inspect the Attendance Register for the period of his
Directorship.
OLD SS-1
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REVISED SS-1
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The attendance register is open for inspection by
the Directors.
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The attendance register is open
for inspection by the Directors. Even
after a person cease to be a Director, he shall be entitled to inspect the
attendance register of the Meeting held during the period of his
Directorship.
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18. Leave of Absence:
OLD SS-1
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REVISED SS-1
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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.
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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 or to any other person authorized by
the Board to issue Notice of the Meeting.
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19. Authority for passing resolution by
circulation: Approval of
Whole Time Directors is now no more required.
OLD SS-1
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REVISED SS-1
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The Chairman of the Board or in his absence, the
Managing Director or in his absence, the Whole time Director and where there
is none, any Director other than an Interested Director, shall decide, before
the draft Resolution is circulated to all the Directors, whether the approval
of the Board for a particular business shall be obtained by means of a
Resolution by circulation.
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The Chairman of the Board or in
his absence, the Managing Director or in his absence, any Director other than
an Interested Director, shall decide, before the draft Resolution is
circulated to all the Directors, whether the approval of the Board for a
particular business shall be obtained by means of a Resolution by
circulation.
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20. Proof of sending notice and draft
resolution for resolution by Circulation:
OLD SS-1
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REVISED SS-1
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Proof of sending and delivery of
the draft of the Resolution and the necessary papers shall be maintained by
the company.
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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 shall be
added for the service of the draft Resolution, in case the same has been sent
by the Company by speed post or by registered post or by courier.
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21. Concept of Interested Director: A director shall now not be called as
interested director for a transaction entered into by the company with a
director or his relative.
OLD SS-1
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REVISED SS-1
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A Director shall be treated as interested in a
contract or arrangement entered or proposed to be entered into by the
company:
(a) with the Director himself or his relative; or
(b) 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
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A Director shall be treated as interested in a
contract or arrangement entered or proposed to be entered into by the
company:
(a)
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
(b)
with a firm or other entity, if such Director is a
partner, owner or member, as the case may be, of that firm or other entity.
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22. Recording of vote of Interested
Director:
OLD SS-1
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REVISED SS-1
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Minutes shall also record the fact that the
Interested Director did not vote on the Resolution.
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The clause is now removed.
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23. Maintenance of Minutes Books: The minutes books of any meetings may now be bounded
periodically.
OLD SS-1
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REVISED SS-1
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Minutes of the Board Meetings, if maintained in
loose-leaf form, shall be bound periodically depending on the size and volume
and coinciding with one or more financial years of the company.
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Minutes Books, if maintained in
loose-leaf form, shall be bound periodically depending on the size and volume
and coinciding with one or more financial years of the company.
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24. Content of Minutes: There shall now be no requirement to
mention the time of conclusion of the meeting.
OLD SS-1
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REVISED SS-1
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Minutes shall state, at the beginning the serial
number and type of the Meeting, name of the company, day, date, venue and
time of commencement and conclusion of the Meeting.
In case a Meeting is adjourned, the Minutes shall be
entered in respect of the original Meeting as well as the adjourned Meeting.
In respect of a Meeting convened but adjourned for want of quorum, a
statement to that effect shall be recorded by the Chairman or any Director
present at the Meeting in the Minutes.
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Minutes shall state, at the
beginning the serial number and type of the Meeting, name of the company,
day, date, venue and time of commencement of the Meeting.
In respect of a Meeting convened
but adjourned for want of quorum, a statement to that effect by the Chairman
or in his absence by any other Director present at the Meeting shall be
recorded in the Minutes.
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25. Content related to appointment in
the Minutes: All the appointment related to 1 level before
the KMP are no more required to be noted at the Board Meeting.
[Subsequent Amendment dated 18th
March 2015 to the Rule 8 of the Companies (Meetings of Board and its Powers)
Rules, 2014.
OLD SS-1
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REVISED SS-1
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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, Secretarial Auditors, Internal Auditors and Cost Auditors, shall
be deemed to have been duly approved by the Board. All appointments made one
level below Key Managerial Personnel shall be noted by the Board.
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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, Secretarial Auditors, Internal Auditors and Cost
Auditors, shall be deemed to have been duly approved by the Board.
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26. Specific Items in the Minutes Book: An additional agenda item has now
been added in the Minutes Book regarding consideration of any other item not
mentioned in the agenda.
OLD SS-1
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REVISED SS-1
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-
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Consideration of any item other
than those included in the agenda with the consent of the majority of the
directors present at the meeting and ratification of the decision taken in
respect of such item by a majority of Directors of the Company.
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27. Recording of Minutes: Only unsigned documents placed
before the Board, in respect of items requiring decision of the Board, need to
be so initialled. Thus, certain papers placed for noting and/or papers which
have been already signed by the Chairman, Director or any other official of the
company need not be initialled again.
OLD SS-1
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REVISED SS-1
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Any document, report or notes
placed before the Board and referred to in the Minutes shall be identified by
initialling of such document, report or notes by the Company Secretary or the
Chairman.
Wherever any approval of the Board
is taken on the basis of certain papers laid before the Board, proper
identification shall be made by initialling of such papers by the Company
Secretary or the Chairman and a reference thereto shall be made in the
Minutes.
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Wherever the decision of the Board
is based on any unsigned documents including reports or notes or
presentations tabled or presented at the Meeting, which were not part of the
Notes on Agenda and are referred to in the Minutes, shall be identified by
initialling of such documents by the Company Secretary or the Chairman.
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28. Recording of minutes regarding of
supersession of the previous resolutions:
OLD SS-1
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REVISED SS-1
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Where any earlier Resolution (s) or decision is
superseded or modified, Minutes shall contain a reference to such earlier
Resolution (s) or decision.
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Where any earlier Resolution (s)
or decision is superseded or modified, Minutes shall contain a specific
reference to such earlier Resolution (s) or decision or state that the
resolution is in supersession of all earlier resolutions passed in that
regard.
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29. Finalization of Minutes:
OLD SS-1
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REVISED SS-1
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If the draft Minutes are sent by
speed post or by registered post or by courier, an additional two days may be
added for delivery of the draft Minutes.
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This point is removed
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Proof of sending draft Minutes and
its delivery shall be maintained by the company
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Proof of sending draft 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 year from the date of the
Meeting.
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30. Alteration in Minutes:
OLD SS-1
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REVISED SS-1
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Any alteration in the Minutes as entered shall be
made only by way of express approval of the Board at its subsequent Meeting
in which such Minutes are sought to be altered.
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Any alteration in the Minutes as
entered shall be made only by way of express approval of the Board at its
subsequent Meeting at which the Minutes are noted by the Board and the fact
of such alteration shall be recorded in the Minutes of such subsequent meeting.
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31. Day of Adjourned Meeting:
OLD SS-1
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REVISED SS-1
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A copy of the signed Minutes certified by the
Company Secretary or where there is no Company Secretary, by any Director
authorised by the Board shall be circulated to all Directors within fifteen days
after these are signed.
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Within 15 days of signing of the
Minutes, a copy of the signed minutes, certified by the Company Secretary or
where there is no Company Secretary, by any Director authorised by the Board,
as on the date of the meeting and appointed thereafter, except to those
directors who have waived their right to receive the same either in writing
or such waiver is recorded in the Minutes.
Proof of sending signed minutes
and its delivery shall be maintained by the company for such period as
decided by the Boar, which shall not be less than 3 years from the date of
meeting.
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32. DISCLOSURE: Board of Directors have now to compulsorily
mention a statement in the Directors’ Report that “Company is in compliances
with applicable Secretarial Standards”.
OLD SS-1
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REVISED SS-1
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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.
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The Report of the Board of Directors shall include a
statement on compliances of applicable Secretarial Standards.
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33. Additional points not to be
considered for resolution by circulation:
a.
In case of public company, the
appointment of Director(s) in casual vacancy subject to the provisions in the
Articles of the company.
b.
Sale of subsidiaries.
34. Item now excluded from the list of
agenda items to be considered in the first meeting of the board: Authorising directors of the company
to file a declaration with ROC for Certificate of Commencement of Business.
Disclaimer: The entire contents of this document have been
prepared on the basis of relevant provisions and as per the information
existing at the time of the preparation. Although care has been taken to ensure
the accuracy, completeness and reliability of the information provided. I
assume no responsibility for the consequences of use of such information. In no
event I shall be liable for any direct, indirect, special or incidental damage
resulting from, arising out of or in connection with the use of the
information.
References:
Revised Secretarial Standards I
Contact:
CS Divyanshu Bansal
Email ID: divyanshubansal401@gmail.com
