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Company Secretary GAURAV SHARMA+919990694230 Connect on Watts App with Gaurav Email us [email protected] Submit your guest articles for our website click here we will publish it Subscribe our Email updates like other 21,000 Members, Free/Easy/Comfortableway
IMPORTANT POINTS ON SECRETARIAL STANDARD ON BOARD MEETING
IMPORTANT NOTE: If there is any amendment which comes into companies
act 2013 and such changes or any provisions of Companies Act 2013 are
Contradictory to the Secretarial Standards, then provisions of Companies Act
will prevail over Secretarial
Standard.
APPLICABILITY
Applicable on all Companies and
meeting of Board of Directors and
Committee meeting of all companies
NON APPLICABILITY
Not applicable to OPC having only 1 Director
Section 8 Company
POINT TO BE NOTED: Secretarial Standards are not applicable to
section 8 Company
INTERPRETATION: Provisions of section
118 as a whole shall not apply to section 8 Company except that minutes may
be recorded within 30 days of conclusion
of every meeting and where the articles of association provide for
confirmation of minutes by circulation. (Notification
dated 5th June 2015)
Section 118(10) talks that every company shall observe secretarial
standards with respect to general meeting and Board meeting specified by
institute of Company Secretaries of India and as such approved by Central
Government.
Some Important Key Points:
Ø Who
is Chairman?
ü Chairman
of the Board or Committee as the case may be , or Chairman appointed or elected
for a meeting
Ø Which
days shall be treated as National Holidays?
·
Republic Day – 26th January of every
year
·
Independence Day- 15th August of
every year
·
Gandhi Jayanti- 2nd October of every
year
And
·
Such other day as may be declared as national
holiday by Central Government
Time, Place & Date of Meeting
·
A meeting may be convened on any time and place
and on day not being a National Holiday
Point to be noted: Adjourned Meeting cannot be held on National
Holiday
Serial Number of Meeting:
Companies now are required to
serially numbered there Minutes of Board Meeting.
Crux: Every Meeting shall have serial Number
Notice, Agenda and noted on Agenda
Ø Notice,
Agenda and Notes on Agenda in writing of every meeting shall be given to every
Director by following ways
·
By hand or by Registered post or by speed post
Or
·
By courier or by email or by any other
Electronic mode.
Responsibility to issue Notice, Agenda and Notes on Agenda
·
Notice, Agenda & notes on Agenda shall be
issued by CS or
·
Where there is no CS, ANY Director or any other
person authorized by Board for purpose
Time Period for issue of Notice, Agenda and Notes on Agenda
·
Notice, Agenda & Notes on Agenda of a meeting
shall be given at least 7 days
before the date of Meeting unless article prescribes for a longer period
·
In case Company sends the Notice, Agenda and
notes on Agenda by speed post or by Registered post or by Courier, an additional 2 days shall be added for
the service of Notice.
Discussion on any matter other than matter given in Agenda of Meeting
·
Any item not included in Agenda may be taken up
for consideration with the permission of Chairman and also with consent of a
majority of Directors present in the meeting out of which 1 should be
Independent Director if any.
Important Note: The minutes shall be final only after at least one Independent Director, if any,
ratifies the decision taken in respect of such item.
Point to be noted : If the Company does not have any Independent
Director, Minutes shall be final only on ratification of the decision taken in
respect of such item by the majority of Directors of the Company, unless such
items was approved at the Meeting itself by majority of Directors of the Company
Interpretation: if majority of Directors are present in the Meeting
and same has been approved by them then no ratification is required.
Calling of Meeting at Shorter Notice
Ø To
transact urgent business, the Notice, Agenda and Notes on Agenda may be given
at a shorter period of time than stated above, i.e. less than a period of seven days on basis of following conditions
·
If at least 1
Independent Director, if any, shall be present at such Meeting
·
If no Independent Director is present, decision
taken at such a meeting shall be circulated to all Directors and shall be final
only on ratification of at least 1
Independent Director if any
·
If Company does not have Independent Director, Example- Private Companies , the
decision shall be final only on ratification by Majority of Directors of the
Company unless such decisions are approved at the meeting itself by Majority of
Directors of Company
Frequency of Meeting
Meeting of Board of Directors (Except Small Company, OPC, Dormant Company
& Section 8 Company)
·
The Board shall meet once in every calendar quarter
·
Maximum interval between 2 Board Meetings shall not be more than 120 days
·
At least
4 Board meeting in a Calendar year
Important Note: For newly Incorporated Company first Board Meeting
shall be within 30 days of
Incorporation.
Meeting of Independent Directors
Where the Company is required to
appoint Independent Director, such Independent Directors shall meet at least once in a year.
QUORUM OF MEETING
·
Quorum of Meeting of Board shall be 1/3rd of Total strength of the
Board
OR
·
2 Directors,
whichever is Higher
Important points related to quorum
·
Any fraction contained in above 1/3 shall be
rounded off to next 1.
·
If quorum provided in articles is higher than
1/3rd of Total Strength, Company shall confirm to higher requirement
·
If number of interested directors exceeds or
equal to 2/3 of total strength of Directors, the remaining Director present at
meeting being not less than 2 shall be deemed to be the quorum of Meeting.
Exemptions to Private Company vide Notification dated 5th
June 2015
ü Interested
Director in Private Company shall participate in Meeting after disclosure of
interest.
Point to be noted:
·
If at adjourned meeting also, quorum is not
present, the meeting shall stand cancelled
·
Quorum shall be presented throughout the meeting
·
Directors participating through Electronic Mode
in a Meeting shall be counted for purpose of Quorum
Important points
·
If Director is interested in any resolution,
then such Director shall not be counted for Quorum in respect of such
resolution
·
Such a Director shall not be presented either
physically or through electronic modes during such discussions and voting on
such tem
Situations when the Director is treated as Interested
·
If Company entered into or proposed to be
entered into any contract or arrangement
with
Director himself or his relative
or
·
With any Body Corporate if such Director along
with other Director holds more than 2% of
the paid up share capital of the Company of that body Corporate or he is the
Promoter or manager or CEO of that Body Corporate
Weather Interested Director be counted for the purpose of Quorum?
·
Yes, interested Director will be counted for the
purpose of Quorum of Meeting but he will not be counted for the purpose of
quorum for that particular resolution
ATTANDANCE REGISTERS
·
Every Company shall maintain separate attendance
registers for Meetings of the Board
·
Every Company shall maintain separate attendance
registers for the meetings of the Committee
·
Pages of Attendance registers shall be serially
numbered
·
If attendance register is maintained in loose-
leaf form, it shall be bound periodically
Ø Who
shall sign Attendance Registers?
·
Every Director, CS who is in attendance
·
Every invitee who attends the Meeting of the
Board or Committee thereof shall sign the attendance register at that meeting
Director participating through electronic mode.
Important Note: The attendance register shall be deemed to have
been signed by the Directors participating through Electronic mode.
Director participating through Electronic mode
·
At commencement of Meeting, Chairman shall take
roll call
·
The Chairman and Company Secretary shall request
the Director participating through electronic mode to state his full name and
location from where he is participating an d shall records the same in the
minutes
Point to be noted: attendance registers shall be maintained at the registered
office of the Company or such other place as may be approved by the Board.
Inspection of Attendance Registers
Ø Who can inspect Attendance Registers?
·
The Company Secretary in Practice appointed by
the Company
·
The Secretarial Auditor
·
Statutory Auditor of the Company
Ø Who cannot inspect Attendance Registers?
·
A member cannot inspect Attendance Register
Participation of Directors through Electronic Mode
·
Any Director may participate through Electronic
Mode in a Meeting, if Company provides such facility.
But there are certain
transactions which can’t be dealt through video Conferencing
·
Approval of annual financial statements
·
Approval of Board Report
·
Approval of prospectus
·
Audit Committee meeting for consideration of
accounts
·
Approval of matter relating to amalgamation,
merger, demerger, acquisition and takeover
Notice of Board Meeting if Facility of participation through electronic
Mode is provided.
·
In case of facility of participation through
Electronic Mode is being made, Notice shall inform the Directors about the
facility and provide necessary information to avail such facility
·
If facility of participation through electronic
mode provided Notice shall seek advance confirmation from the Directors as to whether
they will participate through electronic mode in the meeting
·
In the absence of advance communication or
confirmation from the Directors as above, it shall be assumed that he will
attend the meeting physically.
Company Secretary GAURAV SHARMA+919990694230 Connect on Watts App with Gaurav Email us [email protected] Submit your guest articles for our website click here we will publish it Subscribe our Email updates like other 21,000 Members, Free/Easy/Comfortableway
