Secretarial Standard SS-1 Meetings of the Board of Directors
The Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors, has been revised which is issued by the Council of the Institute of Company Secretaries of India and approved by the Central Government shall be effective from 1st October 2017.
Applicability of the SS-1 Standards
- The Standard is applicable to the Meetings of Board of Directors of all the Companies incorporated under the Act except One Person Company (OPC) in which there is only one Director on its Board & Section 8 Company.
- The standard for Meetings of the Board of directors is also applicable to Meetings of Committee(s) of the Board.
Amendment in SS-1 Meetings of the Board of Directors
Meaning of Committee
| As per old SS | As per revised SS |
|---|
| 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-1 shall be applicable only to the committee of the Board Mandatory to constitute under the Act i.e. Audit Committee, Nomination & Remuneration Committee, Stakeholder relationship Committee, CSR Committee[1].
Day of Meeting
| As per old SS | As per revised SS |
|---|
A Meeting may be convened at any time and place on any day,
excluding National Holiday. | A Meeting may be convened at any time and place on any day. Thus, according to revised SS-1, a Board Meeting can be held on “National Holiday”. |
Day of Adjourned Meeting
| As per old SS | As per revised SS |
|---|
| A Meeting adjourned for want of Quorum shall also not be held on a National Holiday. | According to revised SS-1, an Adjourned Board Meeting can be held on “National Holiday. |
Notice of the Meeting
| As per old SS | As per revised SS |
|---|
| Board Meeting notice should include the facility of participation through Electronic Mode is provided which shall mention the venue, whether registered office or other, 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. | 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. |
It is mandatory to mention the venue of the meeting in each and every notice of the meeting whether through the electronic facility of participation through electronic mode provided or not.
Participation through Electronic Means
| As per old SS | As per revised SS |
|---|
| Directors shall not participate in Electronic Mode in the discussion on certain items which are restricted unless expressly permitted by the Chairman. Such restricted agenda point consists of approval of the annual financial statement, Board’s report, prospectus, and matters relating to amalgamation, merger, demerger, acquisition, and take over. 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 the consolidated financial statement, if any, to be approved by the Board. | In certain restricted agenda points of the business include approval of the annual financial statement, Board’s report, and prospectus and matters relating to amalgamation, merger, demerger, acquisition and takeover in which directors shall not participate through Electronic Mode in the discussion on above mentioned restricted items and such facility 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. |
| 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 the necessary information to avail such facility. | The Notice shall inform the Directors about such facility, and provide them the 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. |
Mode of Sending of Notice
| As per old SS | As per revised SS |
|---|
| Board Meeting notice should be in writing of every Meeting which shall be given to 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. | Board Meeting 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. |
| The Notice shall be given to director by such means if he specifies a particular means of delivery of Notice | The Notice shall be given to him by such means, where a Director the specifies a particular means of delivery of Notice. However, in case of a Meeting conducted at a shorter Notice, the company may choose an expedient mode of sending Notice. |
| An additional two days shall be added to the service of Notice, in case the company sends the Notice by speed post or by registered post or by courier, | In case the company sends the Notice by speed post or by registered post an additional two days shall be added to the service of Notice |
Notice of the Meeting can’t send by the Courier
Maintenance of Proof of sending Notice
| As per old SS | As per revised SS |
|---|
| The company shall maintain the proof of sending notice and its delivery. | Evidence of sending Notice and its delivery shall be maintained by the company for such period as decided by the directors, which shall not be less than 3 years from the date of the Meeting. |
Taken Up any other Agenda not including in Agenda Items
| As per old SS | As per revised SS |
|---|
| 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. |
Frequency of Meeting
| As per old SS | As per revised SS |
|---|
| The Meeting of the Board shall be held at least once in every calendar quarter, with a maximum interval of 120 days between any two consecutive Meetings of the Board, such that at least four meets 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 |
There is no need to hold Board Meeting in each Calendar Quarter.
Quorum
| As per old SS | As per revised SS |
|---|
| Director shall not be taken into consideration for Quorum in the agenda point in which the director is interested. | Director the shall not be reckoned for Quorum in respect of an item 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. |
| 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. |
This change is to give an effect of Exemption notifications to Private Limited Company by Notification dated 5th June 2015.
Attendance Register
| As per old SS | As per revised SS |
|---|
| If an attendance register is maintained in loose-leaf form, it shall be bound periodically depending on the size and volume | If an attendance register is maintained in loose-leaf form, it shall be bound periodically, at least in every three year |
| The attendance register shall be assumed to have been signed by all the Directors who are participating in Electronic Mode if their attendance is note down by the Chairman or the Company Secretary. | The attendance register shall be assumed to have been signed by all the Directors of the company who are participating in Electronic Mode, if their attendance is recorded in attendance registered and authenticated by the Company Secretary or where there isn’t any Company Secretary in Company, then the same is authenticated by the Chairman or by any other Director present at the Meeting, if so authorized by Chairman. |
| Authentication of Register | This clause is removed and no more exists. |
| Where there isn’t any Company Secretary, the attendance register is kept in the custody of any director so authorized by the Board for the same. | Where there isn’t any Company Secretary, the attendance register shall be kept in the custody of any other person authenticated by the Board for the same. |
Inspection of Attendance Register
| As per old SS | As per revised SS |
|---|
| The attendance register is kept open for inspection by the Directors of the company. | The attendance register is been kept open for inspection by the Directors of the company. Even after a person stops to be a Director, he shall be entitled to inspect the attendance register of the Meeting held during the period of his Directorship. |
Leave of Absence
| As per old SS | As per revised SS |
|---|
| Leave of absence shall be granted to a Director only where a request so made 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 received by the Company Secretary or by the Chairman or to any other person authorized by the Board to issue Notice of the Meeting. |
Passing of Resolution by Circulation
| As per old SS | As per revised SS |
|---|
| Proof of sending and make the delivery of the draft of the Resolution and all the necessary papers shall be maintained by the company. | Proof of sending and delivery of the draft of the Resolution and all other necessary papers shall be maintained by the company for such period as decided by the Board of the company that shall not be less than 3 years from the date of the Meeting. |
| An extra 2 days have to be added for the service of the draft Resolution, in case the same has been sent by the Company by speed post or by way of registered post or by way of the carrier. |
A record of all appointments made at the Meeting
| As per old SS | As per revised SS |
|---|
| Where the Minutes have been kept in compliance with the Act and each and every appointment made have been recorded, then till the contrary is proved, all the appointments of Directors, First Auditors, other Key Managerial Personnel, Secretarial Auditors, Internal Auditors and Cost Auditors, shall be deemed to have been approved by the Board. Every appointment made one level below Key Managerial Personnel shall be noted by the Board. | Where the Minutes have been kept in accord with the relevant Act and all the appointments have been recorded, then till the contrary is proved, all the appointments of Directors, First Auditors, other Key Managerial Personnel, Secretarial Auditors, Internal Auditors and Cost Auditors, shall be deemed to have been approved by the Board. Every appointment made one level below the Key Managerial Personnel shall be noted by the Board. |
Finalization of Minutes
| As per old SS | As per revised SS |
|---|
| In case the draft Minutes are sent by speed post or by registered post or by courier, additional two days may be added for delivery of the draft Minutes. | This clause has been made inoperative. |
| Proof of sending draft Minutes and its delivery shall be maintained by the company | 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 3 years from the date of the Meeting. |
Disclosure
The Report of the Board of Directors shall include a statement on compliances of applicable Secretarial Standards.
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