Introduction
Secretarial Standards (‘SS’) are being laid down with an intention to bring harmony and unity between secretarial practice adopted by various corporate and professionals. Prior to Companies Act, 2013, Standards were recommendatory in nature; however with the advent of Companies Act 2013, Standards have gained legal recognition. Standards relating to Board meetings and general meetings have been made mandatory in the Act.
Standards bring uniformity among varied processes, practices and practices due to rising need for Corporate Governance.
Purpose of Secretarial Standard
- To harmonize , integrate , standardize diverse Secretarial Practices
- To promote uniformity and consistency among Secretarial Practice
- To set a code of conduct
- To infuse best practices among the professionals
- To avoid conflict and reduce ambiguity in law
- Setting benchmarks in Secretarial Practice
SS: 1 Secretarial Standards on Meetings of the Board of Directors:
The occurrences where law is ambiguous, Standard have provided clarity. Following are some such instances in the aforesaid Secretarial Standard
- Definition of National Holiday :
Companies Act 2013 “National Holiday” means and includes a day declared as National Holiday by the Central Government.
Secretarial Standard on Meetings of the Board of Directors National Holiday includes Republic Day, Independence Day, Gandhi Jayanti and such other day as may be declared as National Holiday by the Central Government.
- Authority to convene the meeting :
Companies Act 2013 Silent
Secretarial Standard on Meetings of the Board of Directors Any Director of a company may, at any time, summon a Meeting of the Board, and the Company Secretary on the requisition of a Director, shall convene a Meeting of the Board, in consultation with the Chairman or in his absence, the Managing Director or in his absence, the Whole-time Director, unless the Articles provide otherwise.
- Attendance Registers :
Companies Act 2013 Silent
Secretarial Standard on Meetings of the Board of Directors Every company shall maintain an attendance register of the Meetings of the Board and Committees. Separate registers shall be maintained for Meetings of the Board and Meetings of the Committee
If an attendance register is maintained in loose-leaf form, it shall be bound periodically.
The attendance register shall contain the following particulars: date of the Meeting; in case of a Committee Meeting name of the Committee; place of the Meeting; time of the Meeting; names of the Directors and signature of each Director present; name and signature of the Company Secretary who is in attendance and also of persons attending the Meeting by invitation.
Every Director, Company Secretary who is in attendance and every Invitee who attends a Meeting of the Board or Committee thereof shall sign the attendance register at that Meeting.
The attendance register shall be maintained at the Registered Office of the company or such other place as may be approved by the Board.
The attendance register is open for inspection by the Directors
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.
The attendance register shall be preserved for a period of at least eight financial years and may be destroyed thereafter with the approval of the Board.
- Quorum of Committees:
Companies Act 2013 Silent
Secretarial Standard on Meetings of the Board of Directors The presence of all the members of any Committee constituted by the Board is necessary to form the Quorum for Meetings of such Committee unless otherwise stipulated in the Act or any other law or the Articles or by the Board.
- Mode of Service of notice of Board meetings :
Companies Act 2013 Notice in writing to every director at his address registered with the company and such notice shall be sent by hand delivery or by post or by electronic means
Secretarial Standard on Meetings of the Board of Directors Notice in writing of every Meeting shall be given to every 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.
- Agenda
Companies Act 2013 Silent
Secretarial Standard on Meetings of the Board of Directors The Agenda, setting out the business to be transacted at the Meeting, and Notes on Agenda shall be given to the Directors at least seven days before the date of the Meeting unless the Articles prescribe a longer period.
References
- Companies Act, 2013 and related rules
- Draft Secretarial Standard on Meetings of the Board of Directors hosted on www.icsi.edu/ssb
- Draft Secretarial Standard on General meetings www.icsi.edu/ssb
- Erstwhile Standards laid down by Institute of Company Secretaries of India
Disclaimer: The entire contents of this document have been developed on the basis of relevant information and are purely the views of the authors. Though the authors have made utmost efforts to provide authentic information however, the authors and the company expressly disclaim all and any liability to any person who has read this document, or otherwise, in respect of anything, and of consequences of anything done, or omitted to be done by any such person in reliance upon the contents of this document.