Schedule of Amendments to Revised Secretarial Standard on Meetings of Board of Directors (SS-1)

Sl. No. Para No Existing SS Text of Revised SS Rationale
1 Scope This Standard 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. This Standard 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 and a company licensed under Section 8 of the Companies Act, 2013 or corresponding provisions of any previous enactment thereof.

However, Section 8 companies need to comply with the applicable provisions of the Act relating to Board Meetings.

To reflect the effect of MCA’s Exemption Notification dated 5thJune, 2015 in respect of Section 8 Companies as these are exempted from the compliance of Section 118.

Clarity is also provided that the other provisions of the Act relating to Board meetings are still applicable to Section 8 Company.

2 Definition “Committee” means a Committee of Directors constituted by the Board. “Committee” means a Committee of Directors mandatorily required to be constituted by the Board under the Act. It was intended to apply the provisions of SS-1 to the committees constituted by the Board under the Act and not to various other committees constituted under the other laws/Regulations. The amendment in the definition is made accordingly, to reflect the intention.
3 Definition “National Holiday” includes Republic Day i.e. 26thJanuary,Independence Day i.e. 15th August, Gandhi Jayanti i.e. 2nd October and such other day as may be declared as National Holiday by the Central Government. “National Holiday” includes means Republic Day i.e. 26thJanuary, Independence Day i.e. 15thAugust, Gandhi Jayanti i.e. 2ndOctober and such other day as may be declared as National Holiday by the Central Government. To be specific, the word “includes” is replaced with “means”
4 Definition “Secretarial Auditor” means a Company Secretary in Practice appointed in pursuance of the Act to conduct the secretarial audit of the company. Secretarial Auditor” means a Company Secretary in Practice or a firm of Company Secretary(ies) in Practice appointed in pursuance of the Act to conduct the secretarial audit of the company

 

To bring in more clarity to the definition of “Secretarial Auditor”. A firm of Company Secretaries may also be appointed as Secretarial Auditor by the corporates and accordingly the addition is made.

 

5 1.2 Time, Place, Mode and Serial Number of Meeting Day, Time, Place, Mode and Serial Number of Meeting. To bring in more clarity the term “Day” is included in the Heading
6 1.2.2 A Meeting may be convened at any time and place, on any day, excluding a National Holiday. A Meeting may be convened at any time and place, on any day. excluding a National Holiday. Section 174 (4) of the Companies Act, 2013 prohibits conduct of meetings adjourned for want of quorum on National Holidays, but it is silent about the original Board Meeting. Accordingly, the restriction on meetings on National Holiday is removed.
7 1.2.2 Last Para Notice of the Meeting, wherein the facility of participation through Electronic Mode is provided, shall clearly mention a venue, whether registered office or otherwise, to be the venue of the Meeting and it shall be the place where all the recordings of the proceedings at the Meeting would be made. Notice of the Meeting, wherein the facility of participation venue of the Meeting and it shall be the place where all the recordings of the proceedings at of the Meeting, if conducted through Electronic Mode, shall be deemed to be made at such place would be made. The intention of law is that if a director opts to attend through video conferencing, the Company shall provide the facility. Rule 3(3) also requires a company to inform the directors about the option. The Standard is worded accordingly to reflect the intention of law makers.
8 1.2.2 Para2 A Meeting adjourned for want of Quorum shall also not be held on a National Holiday. A Meeting adjourned for want of Quorum shall also not be held on a National Holiday. This portion of Para 1.2.2 is also covered under 3.4.1 (2nd last Para). Therefore, deleted to avoid duplication.
9 1.2.3 Any Director may participate through Electronic Mode in a Meeting, if the company provides such facility, unless the Act or any other law specifically does not allow such participation through Electronic Mode in respect of any item of business. Any Director may participate through Electronic Mode in a Meeting, if the company provides such facility, unless the Act or any other law specifically does not allow prohibits such participation through Electronic Mode in respect of any item of business. The intention of law is that if a director opts to attend through video conferencing, the Company shall provide the facility. Rule 3(3) also requires a company to inform the directors about the option. The Standard is worded accordingly to reflect the intention of law makers.
10 1.2.3 Directors shall not participate through Electronic Mode in the discussion on certain restricted items, unless expressly permitted by the Chairman. 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, unless expressly permitted by the Chairman. Directors shall not participate through Electronic Mode in the discussion on certain restricted items, unless expressly permitted by the Chairman. 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, unless expressly permitted by the Chairman. The spirit of the law is that certain sensitive matters shall be dealt with only at the meeting with presence of all directors physically. Therefore, the Standard is worded accordingly.

Download The Schedule of Amendments to SS-1 

Source- ICSI

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