Secretarial standards 1 & 2
Disclaimer: This presentation is purely based on internal research. It is notified that the presenter should be held responsible for any damage or loss of any action taken based on this presentation.
By :- K.V.Shankar
Governing Sections under Companies Act,2013
Section
118(10)
• General Meeting and Board Meetings
Section 205
• Functions of Company Secretary
Secretarial Standards
SS-1
Meeting of Board of
Directors
SS-2
General Meetings
Secretarial Standard-1
Applicable to meetings of Board of directors of all Companies except OPC in which there is only 1 director on the board
Also applicable to Meetings of Committee(s),unless otherwise stated or stipulated by other guidelines
Scope
• Unless the articles otherwise provide, any Director of a company may, and the Manager or Secretary on the requisition of a Director should, at any time, summon a Meeting of the Board
Authority to summon Meetings
• Unless Dissented to or objected by the majority of Directors present at a meeting at which quorum is present, the chairman may adjourn the meeting for any reason, at any stage of the meeting
Adjournment of Meeting
Each meeting should have distinct
Serial no.
Any time Any place Any day Except on a National Holiday
A meeting may be convened
Prospectus
Approval of annual financial Statements
Matters Relating -Amalgamation & Demerger- Acquisition-Takeover
Board’s Report
Restricted Items at Board Meeting
NoticeIn Written
Form
Address
Proofs
Registered by Director
- Postal Address- Email Address
If not Registered by Director-Address appearing in DIN
DeliverySending
-Few more important points
Mode
By Hand
By Facsimile
By Courier
By Registered Post
By Email
By Speed-
postBy any other electronic mode, specified
Notice is mandatory even if predetermined dates or at predetermined intervals
7 Days before the date of the meeting, unless the longer prescribed in Articles.
Agenda
Setting out the business to be transacted at the Meeting
Notes on Agenda setting out proposal
At least 7 days before the date of Meeting or higher prescribed in Article.
Where approval by resolution is required it must be set out with draft in note
Frequency of Meetings
Meeting of the board
Meeting of Committee
Meeting of Independent
Directors
First Meeting within 30
Days
Subsequent Meeting
1 Meeting per quarter with gap of maximum 120
days
1 Meeting each half with a
minimum gap of 90 days
Other than
OPC,SC,DC
For OPC,SC,D
C
Committee should meet at least as often as stipulated
by the Board or as prescribed by any other
law
At least once in a calendar year
To review performance of :
-Non-independent Director -Chairman
Interested Director
Not to be counted by
quorum
Not to be present during discussion
and voting
Physically
Electronically
Quorum shall be present through
out the meeting
Quorum
Other Important Points to Noted :-
• When number of interested Directors is reduced below minimum fixed by the articles, no business should be transacted unless the number is first made up by the remaining director(s) or through a general meeting.
• A Resolution proposed to be passed by circulation should be sent in draft, together with the necessary papers, individually, to all the directors or, in case of a committee, to all the members of the committee.
• Within 15 days from the date of Meeting of the Board or Committee or an adjourned Meeting, the draft minutes thereof should be circulated physically or Electronic mode to all members or the board or the committee.
If there is no Quorum at the adjourned meeting also, the meeting shall stand cancelled.
If No. of Directors exceeds or is equal to 2/3rd of the total strength, the remaining Directors present at the meeting, being not less than two, shall be Quorum during such item
Where the number of Directors is reduced below the minimum fixed by the Articles, no business should be transacted unless the number is first made up by the remaining Director(s) or through a general meeting.
Attendance Register to be maintained with proper numbering and should be bound Periodically. Separate Register for Board and Committee Meetings
Chairperson should initial each page of the minutes and sign the last page of the minutes and append such signature the date on which he has signed the minutes.
Minutes , if maintained in loose-leaf, should be bound at intervals coinciding with the financial year of the company.
Minutes of Proceedings of the meeting should be entered in the Minutes book within 30 days from the conclusion of the Meeting.
The date of entering the Minutes should be specified in the Minutes Book by Director or Secretary.
Authentication Of Entries
By CS If no CS, then Chairman
Preservation
8 Financial year Destroyed after Board's approval
Custody
CS
If no CS, any
Director authorized
Secretarial Standard - 2A
uthority
Procedure
Approval
Recording
Validity
AuthorityChairperso
n
Managing Director
Whole-time
Director
Any other Director(
Not Interested)
Approval for the BOD for a particular business shall be
obtained by means of a resolution by circulation.
Approval from Total No .of Directors
< 1/3rd decide to put the
resolution for Consideration at
a Meeting
Not < 1/3rd to put the
resolution for Consideration at
a Meeting
Voting Through Passing of Circulation
Resolution to be put up for
consideration in Board Meeting
ProcedureResolution in Draft
With all the
papers
Individually to all Directors
On the same Day
Mode-as before
ApprovalThe Resolution is passed when it is approved by a majority of the Directors entitled to vote on the Resolution.
The Resolution shall be effective from the last date specified for signifying assent or dissent by the Directors, if no other effective date is specified in the resolution
Disclosure of Interest by the Interested Director before last date of response specified and should abstain from voting.
Recording
Resolutions passed by circulation should be noted at the next meeting of the Board or Committee, as the case may be, and recorded in the minutes of such Meeting
It has to be duly mentioned that Interested Directors did not vote on the
Resolution
Validity
Passing of Resolution by Circulation will be deemed as if passed at a duly convened meeting of Board or committee, as the case may be
Notice For General Meeting
Notice and accompanying documents should be sent at least 21 days in Advance if sent by electronic mode or 25 days if any other mode
If shorter period of time, consent from 95 % of members entitled to vote at such meeting in writing.
In case of Listed Companies, Notice should be hosted on Website.
No items other than those specified in the notice should be taken up for consideration at the meeting
Proxies
Any instrument of proxy duly filled, stamped and signed, is valid only for meeting to which it relates including any adjournment thereof.
A Proxy shall act on behalf of number of Members not exceeding Fifty and such number of shares as may be described.
Every Company which has a share capital or articles of which provide for Voting at a meeting contain a statement that a member is entitled to attend and vote is entitled to appoint a proxy to attend
Proxies are to be Excluded for determining Quorum.
A Proxy is valid until written notice of revocation has been received by the company before the commencement of the Meeting.
If a Company receives multiple proxies for the same holding of a member, the proxy which is dated last should be considered valid.
Proxy Form which does not state the name of the Proxy should not be considered.
Proxy holder shall prove his identity at the time of attending the Meeting.
Adjournment of Meeting
A meeting should be adjourned with the consent of the members.
If Meeting is adjourned sine-die or for a period of 30 days or more, a notice of the adjourned Meeting should be given.If a Meeting, other than a requisitioned Meeting, stands adjourned for want of Quorum, the adjourned Meeting should be held on the same day, in the same time and place or any other day and time determined.
If, within half an hour from time appointed for holding a requisitioned Meeting, a quorum is not present, the Meeting shall stand dissolved.
Some Other Important Points :-
E-Voting
• Every Company which has provided e-voting facility to its Members, shall also put every resolution to vote through a ballot process at the meeting.
Reading of Reports
• The qualification, observations or comments or other remarks on the Financial transactions or matters, if any, mentioned in the Auditor’s Report or Secretarial Audit Report shall be read at the AGM.
Distribution of Gifts • No Gifts, gifts coupons, or cash in lieu of Gifts shall be distributed to Members at or in connection with the Meeting
K.V.ShankarContact – [email protected]
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