The revised Secretarial Standards are applicable from today.
The key amendments in SS-1 are listed below for your quick reference.
Major Amendments to SS-1
1. Scope has been amended to exempt Section 8 companies as well along with OPCs, from the applicability of the Standard.
2. The definition of Secretarial Auditor now also includes a firm of Company Secretary(ies) in Practice.
3. Earlier only Time, Place, Mode and Serial Number of Meeting was to be mentioned in the notice of the meeting ,now the Day has been specifically provided as per the Act
4. The restriction of not holding a Board Meeting on a National Holiday specifically has been done away with. The same is in contradiction with the requirement of Act, which prohibits Board Meeting to be held on a National Holiday.
5. Any Director may participate through Electronic Mode in a Meeting unless the Act or any other law specifically prohibits such participation through Electronic Mode in respect of any item of business. The provision with respect to the option of the company to provide video-conferencing facility has been done away with. Now the Chairman has no authority to allow a Director to participate by electronic mode on restricted items.
6. In case of the Meeting is conducted at a shorter Notice, the company may choose an expedient mode of sending Notice and Agenda.
7. The proof of sending of Notice has to be maintained for such period as decided by the Board, which shall not be less than 3 years from the date of Meeting.
8. The Notice shall inform the Directors about the option available to them to participate through Electronic Mode and provide them all the necessary information. Further, the director may intimate his intention of participation through Electronic Mode at the beginning of the Calendar Year, which shall be valid for such Calendar Year. This mandates every company to provide the option of participation through electronic mode, to the directors in every meeting.
9. Sending notices, agenda, agenda notes and other documents by courier has been restricted.
10. In case of alternate directorship, notice is given to both alternate and original director, however, the mode of sending Notice, Agenda and Notes on Agenda to the original director shall be decided by the company.
11. Proof of sending Agenda and Notes on Agenda and their 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.
12. 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 only, i.e., the requirement of consent of Independent Director has been done away with.
13. The company can 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 without holding meeting in every quarter.
14. In case of a private company, a Director shall be entitled to participate in respect of any such item after disclosure of his interest. Further, 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.
15. The mode of presence should be mentioned in attendance register also. If an attendance register is maintained in loose-leaf form, it should be bound periodically, atleast once in every three years. Further, where there is no CS, the attendance register must be authenticated by the Chairman or by any other Director authorised by the Chairman and the fact of such participation is must be recorded in the Minutes as well. Even after a person ceases to be a Director, he shall be entitled to inspect the attendance register of the Meetings held during the period of his Directorship.
16. The attendance register shall be preserved for a period of at least eight financial years from the date of last entry made therein and may be destroyed thereafter with the approval of the Board.
17. Leave of absence shall be granted to a Director only when a request for such leave has been communicated to the Company Secretary or Chairman or to any other person authorised by the Board to issue Notice of the Meeting.
18. In case of a private company, the Chairman may continue to chair and participate in the Meeting 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.
19. The Chairman shall ensure that the required Quorum is present throughout the Meeting and at the end of discussion on each agenda item the Chairman shall announce the summary of the decision taken thereon.
20. Any Director other than an Interested Director, shall decide, before the draft Resolution is circulated to all the Directors, regarding the approval of the Board for a particular business shall be obtained by means of a Resolution by circulation.
21. 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.
22. An additional two days should 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, while computing the date of circulation of the draft of the Resolution given to the Directors to respond in case of Resolution by Circulation.
23. The Resolution by circulation, if passed, shall be deemed to have been passed on the earlier of:
(a) the last date specified for signifying assent or dissent by the Directors, or
(b) the date on which assent has been received from the required majority, provided that on that date the number of Directors, who have not yet responded on the resolution under circulation, along with the Directors who have expressed their desire that the resolution under circulation be decided at a Meeting of the Board, shall not be one third or more of the total number of Directors; and shall be effective from that date, if no other effective date is specified in such Resolution.
24. The requirement of noting all appointments made one level below the Key Managerial Personnel by the Board has been done away with.
25. Consideration of any item other than those included in the Agenda with the consent of 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.
26. Reference to the earlier resolution is to be mentioned in minutes if a resolution is passed in supersession of it.
27. 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 years from the date of the Meeting.
28. The alteration of Minutes 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.
29. The company needs to maintain the proof of sending the certified copy of signed minutes to the directors for 3 years.
30. The Report of the Board of Directors shall include a statement on compliance of applicable Secretarial Standards.