Tag Archives: Company Secretary

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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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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Decoding Secretarial Standards – Resolution and other matters


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 Resolution and other matters under SS – 2.

Prohibition on Withdrawal of Resolutions:

Resolutions for items of business which are likely to affect the market price of the securities of the company shall not be withdrawn. However, any resolution proposed for consideration through e-voting shall not be withdrawn. [Paragraph 10]

Two type of resolutions cannot be withdraw:

  • Resolutions for item of business likely to affect the market price of securities of the company, and
  • Resolutions proposed for consideration through e – voting (read remote e-voting).

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Decoding Secretarial Standards – Conduct of Poll


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 Conduct of Poll under SS – 2.

When a poll is demanded on any Resolution, the Chairman shall get the validity of the demand verified and, if the demand is valid, shall order the poll forthwith if it is demanded on the question of appointment of the Chairman or adjournment of the Meeting and, in any other case, within forty-eight hours of the demand for poll. [Paragraph 9.1]

In the case of a poll, which is not taken forthwith, the Chairman shall announce the date, venue and time of taking the poll to enable Members to have adequate and convenient opportunity to exercise their vote. The Chairman may permit any Member who so desires to be present at the time of counting of votes. [Paragraph 9.2]

If the date, venue and time of taking the poll cannot be announced at the Meeting, the Chairman shall inform the Members, the modes and the time of such communication, which shall in any case be within twenty four hours of closure of the Meeting. [Background Paragraph 1 after Paragraph 9.2]

This is clear, when a poll is demanded in a meeting; it may take place within twenty – four hours of closure of the Meeting. This may be by paper ballot or electronic method but apparently it will not be by “postal ballot” or “electronic remote voting”.

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Decoding Secretarial Standards – conduct of e – Voting


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 conduct of e – Voting under SS – 2.

Every company that is required or opts to provide e-voting facility to its Members shall comply with the provisions in this regard. [Paragraph 8.1]

Every company providing e-voting facility shall offer such facility to all Members, irrespective of whether they hold shares in physical form or in dematerialised form. [Paragraph 8.2]

The facility for Remote e-voting shall remain open for not less than three days. [Paragraph 8.3]

The voting period shall close at 5 p.m. on the day preceding the date of the General Meeting. [Background Paragraph 1 after Paragraph 8.3]

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Decoding Secretarial Standards – Voting in General 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 Voting in General Meeting under SS – 2.

Proposing a Resolution:

Every Resolution shall be proposed by a Member and seconded by another Member. [Paragraph 7.1 of SS – 1]

This is an amazing ritual. Some members come to a general meeting for proposing or seconding a resolution. Management of other companies, depute so shareholder employees to do this job. What is signifying? While sending a notice, a resolution is already proposed.

In those golden days of physical meeting, matter usually came for discussion and a member volunteer to draft essence of meeting as a resolution and there after another member second it after checking it.

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Decoding Secretarial Standards – Passing of resolution by circulation


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 Passing of resolution by circulation under SS – 1.

The Indian Companies Act 2013 requires certain business to be approved only at Meetings of the Board. However, other business that requires urgent decisions can be approved by means of Resolutions passed by circulation. Resolutions passed by circulation are deemed to be passed at a duly convened Meeting of the Board and have equal authority. [Paragraph 6 of SS – 1]

Authority:

The Chairman of the Board or in his absence, the Managing Director or in his absence, the Whole – time Director and where there is none, any Director other than an Interested Director, shall decide, before the draft Resolution is circulated to all the Directors, whether the approval of the Board for a particular business shall be obtained by means of a Resolution by circulation. [Paragraph 6.1.1 of SS – 1]

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Decoding Secretarial Standards – Proxies


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 Proxies under SS – 2.

Right to Appoint:

A Member entitled to attend and vote is entitled to appoint a Proxy, or where that is allowed, one or more proxies, to attend and vote instead of himself and a Proxy need not be a Member. [Paragraph 6.1 of SS – 2]

However, a Proxy shall be a Member in case of companies with charitable objects etc. and not for profit registered under the specified provisions of the Act. [Background Paragraph 1 after Paragraph 6.1 of SS – 2]

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Decoding Secretarial Standards – Chairperson


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 Chairperson under SS – 1 and SS – 2.

Chairman:

For SS – 1, Chairman means the Chairman of the Board or its Committee, as the case may be, or the chairman appointed or elected for a meeting.

For SS – 2, Chairman means Chairman of the Board or the Chairman appointed or elected for a Meeting.

As a term “Chairman” always faces criticism being a sexist term and terms “chairperson” and “chair” are preferable substitutes. Though the Companies Act 2013 also uses term chairman but secretarial standards should take some lead.

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Compliance Action Plan for Secretarial Standards


Compliance Action Plan for Secretarial Standards

Secretarial Standards SS – 1 & SS – 2 dealing with Board Meeting and General Meeting respectively, became effective from July 01, 2015. These standards trigger certain action points at board level, shareholders level & general. CS Amit Gupta, Amit Gupta & Associates, Companies Secretaries, Lucknow has summarized action points to get prepared for implementation of these standards without hassles.

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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]

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Decoding Secretarial Standards – Quorum


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 frequency of Meetings under SS – 1 and SS – 2.

Quorum of Board meeting:

Quorum shall be present throughout the Meeting. Quorum shall be present not only at the time of commencement of the Meeting but also while transacting business. [Paragraph 3.1 of SS – 1]

A Director shall not be reckoned for Quorum in respect of an item in which he is interested and he shall not be present, whether physically or through Electronic Mode, during discussions and voting on such item. [Paragraph 3.2 of SS – 1]

For this purpose, a Director shall be treated as interested in a contract or arrangement entered into or proposed to be entered into by the company:

(a) with the Director himself or his relative; or

(b) with any body corporate, if such Director, along with other Directors holds more than two percent of the paid-up share capital of that body corporate, or he is a promoter, or manager or chief executive officer of that body corporate; or

(c) with a firm or other entity, if such Director or his relative is a partner, owner or Member, as the case may be, of that firm or other entity. [Background Paragraph 1 after Paragraph 3.2 of SS – 1]

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Decoding Secretarial Standards – Frequency 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 frequency of Meetings under SS – 1 and SS – 2.

Board Meetings:

The Board shall meet at least once in every calendar quarter, with a maximum interval of one hundred and twenty days between any two consecutive Meetings of the Board, such that at least four Meetings are held in each Calendar Year. [Paragraph 2.1 of SS – 1]

The Board shall hold its first Meeting within thirty days of the date of incorporation of the company. It shall be sufficient if one Meeting is held in each of the remaining calendar quarters, subject to a maximum interval of one hundred and twenty days between any two consecutive Meetings of the Board, after the first Meeting. [Background Paragraph 1 after Paragraph 2.1 of SS – 1]

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Decoding Secretarial Standards – Notice of General 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 General Meeting under SS – 2 issued by Institute of Company Secretaries of India.

Notice in writing of every Meeting shall be given to every Member of the company. Such Notice shall also be given to the Directors and Auditors of the company, to the Secretarial Auditor, to Debenture Trustees, if any, and, wherever applicable or so required, to other specified persons. [Paragraph 1.2.1 of SS – 2]

In the case of Members, Notice shall be given at the address registered with the Company or depository. In the case of shares or other securities held jointly by two or more persons, the Notice shall be given to the person whose name appears first as per records of the Company or the depository, as the case may be. In the case of any other person who is entitled to receive Notice, the same shall be given to such person at the address provided by him. [Background Paragraph 1 after Paragraph 1.2.1 of SS – 2]

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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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