Category Archives: Secretarial Standards

Secretarial Standards – Governance Standards

COMPANY SECRETARY – REPORT of THE COMPANIES LAW COMMITTEE


On 1st February 2016, Ministry of Corporate Affairs uploaded the report of Companies Law Committee on its website here. In this post, I will discuss recommendations which might affect Company Secretaries.

Before reading further, I would like to disclose that I was part of two groups; Task Force on Companies Law and Research Group on Companies Law constituted by the Institute of Company Secretaries of India. All view here are personal and not of these groups or ICSI.

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QUORUM IN ADJOURNED MEETING


According to Section 103(1), unless the articles of the company provide for a larger number,—

  1. in case of a public company,—
    1. five members personally present if the number of members as on the date of meeting is not more than one thousand;
    2. fifteen members personally present if the number of members as on the date of meeting is more than one thousand but up to five thousand;
    3. thirty members personally present if the number of members as on the date of the meeting exceeds five thousand;
  2. in the case of a private company, two members personally present,

shall be the quorum for a meeting of the company.

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Decoding Secretarial Standards – Preservation, Records, Report and Disclosures


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 Preservation, Records, Report and Disclosures under SS – 1 and SS – 2.

Minutes of all Meetings shall be preserved permanently in physical or in electronic form with Timestamp. [Paragraph 8.1 of SS – 1 and Paragraph 18.1 of SS – 2]

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Decoding Secretarial Standards – Contents of Minutes


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 Contents of Minutes under SS – 1 and SS – 2.

General Contents:

Minutes shall state, at the beginning the serial number and type of the Meeting, name of the company, day, date, venue and time of commencement and conclusion of the Meeting. [Paragraph 7.2.1.1 of SS – 1]

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Decoding Secretarial Standards – Maintenance of Minutes


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 Maintenance of Minutes under SS – 1 and SS – 2.

Every company shall keep Minutes of all General Meetings, Board and Committee Meetings in a Minutes Book. Minutes kept in accordance with the provisions of the Act evidence the proceedings recorded therein. Minutes help in understanding the deliberations and decisions taken at the Meeting. [Paragraph 7 of SS – 1 and Paragraph 17 of SS – 2]

Maintenance of Minutes:

Minutes shall be recorded in books maintained for that purpose. [Paragraph 7.1.1 of SS – 1 and Paragraph 17.1.1 of SS – 2]

A distinct Minutes Book shall be maintained for Meetings of the Board and each of its Committees. A distinct Minutes Book shall be maintained meeting of the Members of the company, creditors and others as may be required under the Act. [Paragraph 7.1.2 of SS – 1 and Paragraph 17.1.2 of SS – 2]

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Decoding Secretarial Standards – Postal Ballot


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 Postal Ballot under SS – 2.

Every company, except a company having less than or equal to two hundred Members, shall transact items of business as prescribed, only by means of postal ballot instead of transacting such business at a General Meeting. [Paragraph 16.1]

A company with 200 or more member shall transact prescribed items of business only by means of postal ballot.

The list of items of businesses requiring to be transacted only by means of a postal ballot is given at Annexure to SS -2. [Background Paragraph 1 after Paragraph 16.1]

The Board may however opt to transact any other item of special business, not being any business in respect of which Directors or auditors have a right to be heard at the Meeting, by means of postal ballot. [Background Paragraph 1 after Paragraph 16.1]

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Decoding Secretarial Standards – Adjournment of meetings


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 Adjournment of meetings under SS – 2.

Adjournment of Meetings:

A duly convened Meeting shall not be adjourned unless circumstances so warrant. The Chairman may adjourn a Meeting with the consent of the Members, at which a Quorum is present, and shall adjourn a Meeting if so directed by the Members. [Paragraph 15.1]

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