Tag Archives: Board meeting

Decoding Secretarial Standards – Notice of Board 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 Notice of a board meeting under SS – 1 issued by Institute of Company Secretaries of India.

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. [Paragraph 1.3.1 of SS – 1]

In SS – 1, Electronic means is not defined by it is defined in Paragraph 1.2.2 of SS – 2. Please refer there for definition. I will post my remark on definition when I will write a post on those standards.

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Decoding Secretarial Standards – Convening a Meeting


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 convening a board meeting and general meeting under SS – 1 and SS – 2 respectively.

Authority for Board Meeting:

According to Paragraph 1.1.1 of SS – 1;

  • Any Director of a company may, at any time, summon a Meeting of the Board, and
  • the Company Secretary or where there is no Company Secretary any person authorised by the Board in this behalf, on the requisition of a Director, shall

convene a Meeting of the Board, in consultation with

  1. the Chairman or
  2. in his absence, the Managing Director or
  3. in his absence, the Whole-time Director, where there is any,

unless otherwise provided in the Articles.

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Decoding Secretarial Standards – Scope and Definitions


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 scope of the Secretarial Standards namely SS – 1 and SS – 2 issued by Institute of Company Secretaries of India and interesting definitions.

SS – 1 is applicable to the Meetings of Board of Directors of all companies incorporated under the Act except One Person Company (OPC) in which there is only one Director on its Board. The principles enunciated in this Standard for Meetings of the Board of Directors are also applicable to Meetings of Committee (s) of the Board, unless otherwise stated herein or stipulated by any other applicable Guidelines, Rules or Regulations.

SS – 1 is not applicable to the meeting of Board of One Person Companies which has only one director, otherwise SS – 1 is applicable to One Person Companies Also.

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TECHNICAL FAULT IN ISSUANCE OF SECRETARIAL STANDARD


Section 118(10) of the Companies Act, 2013 made it mandatory for every company to observe Secretarial Standards on general and board meetings. According to sub – section 118(10), these two Secretarial Standards shall be “specified” by the Institute of Company Secretaries of India and “approved” as such by the Central Government.

This sub – section does not confer any power to the Institute of company Secretaries of India to “issue” any Secretarial standards. This just confer power to “specify” some standards related to general and board meeting which may have been issued by the institute.

Whether the Companies Act, 2013 somewhere else confer any power to the institute of company Secretaries of India to “issue” any secretarial standards? If yes, Secretarial Standards should be issued under the power conferred by that provision and should only be “specified” under sub – section 118(10).

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Company Secretary and “Microsoft Lync Online”


I am company secretary by profession and write blogs as a passion. This was my dream profession, when I started my study to be a company secretary and still is. I love to look into not only law of lands affecting my clients but products which can help me professionally.

Recent time, there is a lot of talk about corporate governance and therefore board meeting to be conducted electronically (general meetings as well of course). Section 173 (2) clearly say, “the participation of directors in a meeting of the Board may be either in person or through video conferencing or other audio-visual means, as may be prescribed, which are capable of recording and recognising the participation of the directors and of recording and storing the proceedings of such meetings along with date and time.”

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