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Introduction: Stay informed about the recent changes in SS-1, impacting directors’ participation, board meetings, quorum, and chairman’s role. The amendments bring clarity to electronic mode participation, disclosure of interests, and the definition of a start-up. Delve into the nuanced modifications for enhanced comprehension of corporate governance standards.

SS. No.

Old SS-1 New SS-1
1.2.3 Directors shall not participate through Electronic Mode in the discussion on certain restricted items. Such restricted items of business include approval of the annual financial statement, Board’s report, prospectus and matters relating to amalgamation, merger, demerger, acquisition and takeover. Similarly, participation in the discussion through Electronic Mode shall not be allowed in Meetings of the Audit Committee for consideration of annual financial statement including consolidated financial statement, if any, to be approved by the Board. Amended:

Directors shall not participate through Electronic Mode in the discussion on restricted items unless there is a Quorum in a Meeting through physical presence of Directors.

1.3.4 Addition:

Intimation for participation through Electronic Mode in Board Meeting shall not debar the Director from participation in the Meeting in person provided he gives such intimation sufficiently in advance to the company.

1.3.7 UPSI includes:

(vi) material events in accordance with the listing agreement*.

UPSI include:

(vi) – Deleted

2.1 Meetings of the Board:

Addition:

Dormant Company or private company which is recognised as start-up

Definition of Start-up

For the purposes of this Standard, the term “start-up” means a private company incorporated under the Act and recognised as start-up in accordance with the notification issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India.

2.3 Meeting of Independent Directors

Where a company is required to appoint Independent Directors under the Act, such Independent Directors shall meet at least once in a Calendar Year.

Meeting of Independent Directors Amended :

Where a company is required to appoint Independent Directors under the Act, such Independent Directors shall hold at least one Meeting in a financial year without attendance of Non-Independent Directors and members of management.

3.2 Quorum

A Director shall neither be reckoned for Quorum nor shall be entitled to participate in respect of an item of business in which he is interested. However, in case of a private company, a Director shall be entitled to participate in respect of such item after disclosure of his interest.

Quorum

A Director shall neither be reckoned for Quorum nor shall be entitled to participate in respect of an item of business in which he is interested. However, in case of a private company, a Director shall be reckoned for Quorum and entitled to participate in respect of such item after disclosure of his interest.

3.3 Directors participating through Electronic Mode in a Meeting shall be counted for the purpose of Quorum, unless they are to be excluded for any items of business under the provisions of the Act or any other law. Directors participating through Electronic Mode in a Meeting shall be counted for the purpose of Quorum, except for restricted items in which Quorum shall be ascertained on the basis of physical presence of Directors.
5.1.2 Chairman

If the Chairman is interested in an item of business, he shall entrust the conduct of the proceedings in respect of such item to any Non-Interested Director with the consent of the majority of Directors present and resume the chair after that item of business has been transacted. However, in case of a private company, the Chairman may continue to chair and participate in the Meeting after disclosure of his interest.

Chairman

If the Chairman is interested in an item of business, he shall entrust the conduct of the proceedings in respect of such item to any Non Interested Director, with the consent of the majority of Directors present, and resume the chair after that item of business has been transacted. However, in case of a private company, the Chairman may continue to chair, be reckoned for quorum and entitled to participate in respect of such item after disclosure of his interest.

6.2.2 Proof of sending and delivery of the draft of the Resolution and the necessary papers shall be maintained by the company for such period as decided by the Board, which shall not be less than three years from the date of the Meeting. Proof of sending and delivery of the draft of the Resolution and the necessary papers shall be maintained by the company for such period as decided by the Board, which shall not be less than three years from the date of circulation of such Resolution.

Conclusion: The revised SS-1 introduces crucial alterations in directorship, board meetings, and quorum determinations. From the nuanced role of the chairman to the updated definition of start-ups, these amendments refine corporate governance practices. Navigate through the changes with this guide, ensuring a comprehensive understanding for effective corporate management.

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