Decoding Secretarial Standards – Attendance


In my earlier post here I have raised some issues related to issuance of secretarial standards. As these are curable technical issues. I continue my study of these Secretarial Standards.

In this post, I will discuss Secretarial Standards related to Attendance at Meetings under SS – 1 and SS – 2.

Attendance registers:

Every company shall maintain separate attendance registers for the Meetings of the Board and Meetings of the Committee. [Paragraph 4.1.1 of SS – 1]

The pages of the respective attendance registers shall be serially numbered. [Background Paragraph 1 after Paragraph 4.1.1 of SS – 1]

If an attendance register is maintained in loose-leaf form, it shall be bound periodically depending on the size and volume. [Paragraph 2 after Paragraph 4.1.1 of SS – 1]

The attendance register shall contain the following particulars: serial number and 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. [Paragraph 4.1.2 of SS – 1]

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. [Paragraph 4.1.3 of SS – 1]

In case of Directors participating through Electronic Mode, the Chairman shall confirm the attendance of such Directors. For this purpose, at the commencement of the Meeting, the Chairman shall take a roll call. The Chairman or Company Secretary shall request the Director participating through Electronic Mode to state his full name and location from where he is participating and shall record the same in the Minutes. The proceedings of such Meetings shall be recorded through any electronic recording mechanism and the details of the venue, date and time shall be mentioned. [Background Paragraph 1 after Paragraph 4.1.3 of SS – 1]

The attendance register shall be deemed to have been signed by the Directors participating through Electronic Mode, if their attendance is recorded by the Chairman or the Company Secretary in the Attendance Register and the Minutes of the Meeting. [Background Paragraph 2 after Paragraph 4.1.3 of SS – 1]

The attendance register shall be maintained at the Registered Office of the company or such other place as may be approved by the Board. [Paragraph 4.1.4 of SS – 1]

The attendance register may be taken to any place where a Meeting of the Board or Committee is held. [Background Paragraph 1 after Paragraph 4.1.4 of SS – 1]

The attendance register is open for inspection by the Directors. [Paragraph 4.1.5 of SS – 1]

The Company Secretary in Practice appointed by the company or the Secretarial Auditor or the Statutory Auditor of the company can also inspect the attendance register as he may consider necessary for the performance of his duties. [Background Paragraph 1 after Paragraph 4.1.5 of SS – 1]

A Member of the company is not entitled to inspect the attendance register. [Background Paragraph 2 after Paragraph 4.1.5 of SS – 1]

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. [Paragraph 4.1.6 of SS – 1]

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. [Paragraph 4.1.7 of SS – 1]

The recording of attendance of Meetings through Electronic Mode shall be preserved for a period of at least eight financial years and may be destroyed thereafter with the approval of the Board. [Background Paragraph 1 after Paragraph 4.1.7 of SS – 1]

The attendance register shall be kept in the custody of the Company Secretary. [Paragraph 4.1.8 of SS – 1]

Where there is no Company Secretary, the attendance register shall be kept in the custody of any Director authorised by the Board for this purpose. [Background Paragraph 1 after Paragraph 4.1.8 of SS – 1]

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. [Paragraph 4.2 of SS – 1]

The office of a Director shall become vacant in case the Director absents himself from all the Meetings of the Board held during a period of twelve months with or without seeking leave of absence of the Board. [Paragraph 4.2 of SS – 1]

Attendance in General Meeting:

There is no secretarial standard dealing with recording of Attendance of members and proxy attending a general meeting.

Presence of Directors in General Meeting:

If any Director is unable to attend the Meeting, the Chairman shall explain such absence at the Meeting. [Paragraph 4.1.1 of SS – 2]

Only record or disclosure of such absence is not enough.

The Chairman of the Audit Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee, or any other Member of any such Committee authorised by the Chairman of the Committee to attend on his behalf, shall attend the General Meeting. [Background Paragraph 1 after Paragraph 4.1.1 of SS – 2]

CS Seat

Directors who attend General Meetings of the company and the Company Secretary shall be seated with the Chairman. [Paragraph 4.1.2 of SS – 2]

The Company Secretary shall assist the Chairman in conducting the Meeting. [Background Paragraph 1 after Paragraph 4.1.2 of SS – 2]

Presence of Auditors in General Meeting:

The Auditors, unless exempted by the company, shall, either by themselves or through their authorised representative, attend the General Meetings of the company and shall have the right to be heard at such Meetings on that part of the business which concerns them as Auditors. [Paragraph 4.2 of SS – 2]

The manner in which a company may grant exemption for attending a meeting is not given. This Standard gives a duty to be present and a right to be heard.

The authorised representative who attends the General Meeting of the company shall also be qualified to be an Auditor. [Background Paragraph 1 after Paragraph 4.2 of SS – 2]

Presence of Secretarial Auditor:

The Secretarial Auditor, unless exempted by the company shall, either by himself or through his authorised representative, attend the Annual General Meeting and shall have the right to be heard at such Meeting on that part of the business which concerns him as Secretarial Auditor. [Paragraph 4.3 of SS – 2]

The manner in which a company may grant exemption for attending a meeting is not given. This Standard gives a duty to be present and a right to be heard.

The Chairman may invite the Secretarial Auditor or his authorised representative to attend any other General Meeting, if he considers it necessary. [Background Paragraph 1 after Paragraph 4.3 of SS – 2]

The authorised representative who attends the General Meeting of the company shall also be qualified to be a Secretarial Auditor. [Background Paragraph 2 after Paragraph 4.3 of SS – 2]

At the end of this post, I want to mention that some provisions I criticised here may be taken from the Act or relevant Rules and in such case may be treated my suggestion for relevant changes the Act or these Rules.

Please note: I welcome your comments and feedback. This blog post is not a professional advice. Readers may share this post on social media by using buttons given here.

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