After due deliberations, the Institute of Company Secretaries of India (ICSI) has amended Secretarial Standard (SS-1) & Secretarial Standard 2 (SS-2), and they are to come into effect from 1st October 2017.

This got necessitated because of a slew of amendments and clarifications which further prompted a need to bring the standards in alignment with provisions of the Act and the recent changes thereon.

Here’s a look at some of the changes brought in SS-1 & SS-2

SS-1

  1. Section 8 companies and OPC have been exempt from the applicability of the Standards
  2. Only the committee of the board constituted by the Act is considered as committee for SS
  3. As per revised SS-1, an adjourned Board meeting can be held on a National Holiday.
  4. Speed post and registered post are acceptable modes of sending Notices, Agenda or notes. Sending by courier has been restricted.
  5. Companies have to mandatorily maintain a copy of proof of sending Notice for at least 3 years from the meeting date.
  6. Any additional or urgent matter can be taken up with the permission of the Chairman and majority of directors present at the meeting. Consent of independent director is not mandatory.
  7. The strict requirement of holding a Board meeting every calendar quarter has been done away with. The Company needs to hold Board meeting at least four times in a calendar year with a maximum of 120 days interval between two consecutive meetings
  8. A director, even after his retirement, can inspect the attendance register for the period of his directorship.
  9. The request for leave of absence of a director can be communicated to any person authorized by the Board to issue Notice of meeting
  10. As per the revised standards, a director in case of a private company can participate in such item after disclosure of interest. However, he will not participate in a related party transaction.
  11. The company has to maintain a proof of sending draft minutes for at least 3 years.
  12. Any alteration in the minutes can be done by express approval of the board in the subsequent meeting and this shall be noted in the minutes of such subsequent meeting.
  13. The Directors report has to mention a statement that the company is in compliance with the secretarial standards

SS-2

  1. Section 8 companies and OPC have been exempt from the applicability of the Standards
  2. The Notice for General meeting shall be simultaneously hosted in website till the conclusion of the meeting.
  3. AGM Notice should also specify the serial number of the meeting
  4. For ordinary business, Resolutions are not required to be stated in Notice.
  5. In case of resolutions where remote e-voting is demanded or where a poll is demanded, the need for proposing and seconding the resolution has been done away with.
  6. Private companies are not required to give notice and accompanying documents 21 days in advance of the meeting if Articles provide otherwise.
  7. Scrutinizer will have to submit his report to the Chairman or authorized person within 3 days of the meeting. This, however, will not impact listed companies.
  8. A company can maintain minutes in physical or electronic form. No need of time stamp on electronic minutes. And the minutes’ book can only be kept at the registered office of the Company.

Detailed information on the revised standards can be viewed in the ICSI website. The revisions are aimed to improve the ease of doing business and has factored the suggestions of various stakeholders.

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