“Unlock the nuances of Secretarial Standards-1 (Meetings of Board of Directors) and Secretarial Standards-2 (General Meetings) under the Companies Act, 2013. Dive into key compliance aspects like notice requirements, quorum, and minutes preservation. This comprehensive guide outlines the applicability, differences, and specific criteria for meetings, ensuring companies adhere to the regulatory framework for successful corporate governance.”
This article provides insights into the compliance requirements of Secretarial Standards-1 (Meetings of Board of Directors) and Secretarial Standards-2 (General Meetings) for companies incorporated under the Companies Act, 2013. It covers important aspects such as notice of meetings, quorum, preservation of minutes, and more.
The content highlights the applicability and non-applicability of Secretarial Standards-1 and Secretarial Standards-2 for different types of companies. It elaborates on the notice requirements for convening meetings, including shorter notice options. The article also discusses the frequency of meetings, quorum, and preservation of attendance registers and minutes. Additionally, it compares the requirements for independent directors in both standards.
| Sr. No | Secretarial Standards- 1 – Meetings of Board of directors | Secretarial Standards-2 – General Meetings | ||||||||
| Applicability | ||||||||||
| 1 | This Secretarial Standard is applicable to the meetings of Board of directors of all companies incorporated under Companies Act, 2013. | This Secretarial Standard is applicable to the General Meetings of all companies incorporated under companies Act, 2013 | ||||||||
| Non-Applicability | ||||||||||
| 2 | This SS-1 is not applicable on
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This SS-2 is not applicable on
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| Notice of convening a meeting | ||||||||||
| 3 | At least 7 days before the date of the meeting
Additionally, 2 days shall be added in case of service of notice by speed post or registered post Shorter Notice: In case of urgent business-
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Notice along with accompanying documents shall be given at least 21 days in before the date of the meeting.
Shorter Notice: Can be given if consent in writing is given by physical or electronic means by not less than 95% of the members entitled to vote at such meeting. |
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| Contents of notice | ||||||||||
| 4 |
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| Proof of sending Notice | ||||||||||
| 5 | To be maintained for a period of not less than 3 years from the date of the meeting | To be maintained for a period of not less than 3 years from the date of the meeting | ||||||||
| Notice of Adjourned Meeting | ||||||||||
| 6 | To be given to all directors including those who did not attend meeting
In case if date of adjourned meeting is not decided in original meeting Notice of at least 7 days before the date of the meeting |
a) If meeting is adjourned for a period of less than 30 days: Notice of not less than 3 days shall be given
b) If meeting is adjourned for a period of more than 30 days: Notice shall be given in accordance with the provisions |
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| Frequency of meetings | ||||||||||
| 7 | · At least 4 meetings in each calendar year with maximum gap of 120 days between two consecutive meetings
· First Board meeting to be held within 30 days from the date of incorporation · In case of OPC, Small Company, Dormant Company: one board meeting in each half of the calendar year and the gap between two meetings shall be not less than 90 days |
Every company shall in each calendar year hold an Annual General Meeting:
· First Annual General Meeting within 9 months from the date of end of financial year · Subsequent Annual General Meeting within 6 months from the date of end of financial year |
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| Meeting of Independent Directors | ||||||||||
| 8 | At least once in a Calendar Year
Need: To review performance of Non-Independent Directors and Board as a whole |
No such requirement | ||||||||
| Quorum | ||||||||||
| 9 | Quorum for the meeting:
a) 1/3rd of total strength b) 2 directors * Any fraction contained in above shall be rounded off to the next one Other Important Points:
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a) In case of Public Company
b) In case of Private Company: Two members personally present Other Important Points:
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| Preservation of attendance registers | ||||||||||
| 10 | The attendance registers shall be preserved for a period of at least 8 financial years from the date of last entry made therein | No such requirement | ||||||||
| Resolution By Circulation | ||||||||||
| 11 | Where not less than 1/3rd of total number of directors for the time being require the resolution | No such requirement | ||||||||
| Finalisation of Minutes | ||||||||||
| 12 | Within 15 days from the date of conclusion of meetings draft minutes shall be circulated | No such requirement | ||||||||
| Entry in Minutes book | ||||||||||
| 13 | Minutes shall be entered in the minute book within 30 days from the date of conclusion of the meeting | Minutes shall be entered in the minute book within 30 days from the date of conclusion of the meeting | ||||||||
| Preservation of Minutes Book | ||||||||||
| 14 | Minutes of all meeting shall be preserved permanently in physical and electronic form with timestamp | Minutes of all meeting shall be preserved permanently in physical and electronic form with timestamp | ||||||||
Conclusion: Adhering to Secretarial Standards-1 and Secretarial Standards-2 is crucial for companies to ensure smooth and compliant conduct of meetings, whether it is Board Meetings or General Meetings. Properly maintaining records, circulation of draft minutes, and preserving minutes in physical and electronic form with timestamps is essential for regulatory compliance and good corporate governance. Companies must carefully follow these standards to uphold transparency, accountability, and efficient decision-making processes.
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