CS Raghav Bansal
Today companies are not isolated entity they have crossed the borders have internationally recognized so there is a clear need to bring uniformity in secretarial standards and thus introduction of Secretarial Standard-1 has timely and appropriate. Secretarial Standard also intends to reduce the ambiguity in law and to adopt best practices. Secretarial Standards would help in achieving the improved governance in corporate sector, improved compliance level. The role of company secretary has changed, enhanced, improved and widened over a period of time along with changing governance norms. Company Secretary is the vital link between top management and rest of the organization. The secretarial standards provide a clear picture to the company Secretary to enable him to function effectively and efficiently and he can guide boards on the uniform corporate practices. Though it has increased lots of paperwork for our profession but following such a good practice we can achieve improved and good governance.
Briefly, the Secretarial Standard 1 provides for the following, details:
The Standards will be mandatorily complied by all the companies except one person company (“OPC”)
Effective Date: 01/07/2015
|1.) Notice||Notice in writing of every meeting shall be given to every director:
2.)By Speed Post
3.)By Registered Post
4.) By Courier
5.) By facsimile (An exact Copy)
6.) By Email or by another Electronic Means
Note: Where director specifies a particular mode of sending the notice shall be given to him by such means.
Notice is to serve at address provided by the Director to the Company or in absence at such address as it appears in DIN.
|Issuance of Notice||Notice Shall be issued by:1.) The Company Secretary OR
2.) Where there is no CS by any director OR
any person authorized by the Board.
|Serial Number||Notice Shall be Serial Number with day, date, time and full address of venue of the company.|
|Content of Notice||If facility of participation through electronic mode is available then the notice shall mention the availability of such facility. Notice shall also specify Contact No. or email of chairman/CS/others to whom confirmation with regard to participation through electronic mode needs to be communicated by director.|
|Notice Time Period||At Least 7 days notice unless AOA prescribes longer period an additional 2 days shall be added for the service of notice.|
|Agenda Time Period||At Least 7 days notice unless AOA prescribes longer period an additional 2 days shall be added for the service of notice.|
|National Holiday||26th January, 15th August, 2nd October, and such other day as may be declared as national holiday by the central government.The company cannot hold board meeting on National holiday.|
|Day, time & Place of meeting||Any day except national Holiday (including meeting adjourned for want of Quorum)|
2. Frequency of Meetings
|Meeting of the Board||The Board Shall meet atleast once in every calendar quarter and max interval between two meetings can be 120 days and atleast four meetings should be held in a year. And for one person and small company or dormant company one meeting in each half of a calendar year and gap between two meetings should not be less than 90 days.|
|Meeting of Independent director||Where company required to appoint Independent director under that Act, such independent Director shall meet atleast once in a year. The meeting shall be held to review the performance of non-independent director and the Board as a whole.|
|Quorum should be present throughout the meeting||Quorum Shall be present not only at the time of commencement of the meeting but also while transacting business.(THROUHOUT THE MEETING)|
|Interested Director||A director shall not be counted on quorum if he is interested director and also cannot participate and vote on such matters.|
|Counted in Quorum||Director participating through electronic will be counted in quorum.|
|Quorum of Meeting of Board||It shall be 1/3rd of total strength or 2 Directors, whichever is higher. Any fraction in calculating above 1/3rd strength should be rounded off to next one. Minimum quorum should be present (ie. either 1/3rd or 2) for each item to be transacted. Quorum should be present throughout the meeting. For want of quorum, if the meeting gets adjourned, its stand to be adjourned to the same day, time and place in next week and in case that day is National Holiday, then the next day to such National Holiday is to be considered. The meeting stands cancel in case on adjourned day also the quorum is not present.This is also applicable to Committee Meeting|
4. Attendance Register
|Attendance||1.) Every Director, Invitee, Conveyor or any other person attending the meeting should sign the attendance register if he/she presents in person.2.) In case of electronic presence, Chairman or Company Secretary shall record his/her presence.
3.) Entries made to the attendance register should be authenticated by the Company Secretary, if any or the Chairman by appending his/her signature.
|Preservation Period||The register needs to be preserved for a minimum of 8 years.|
|Place of Register||The Register should be kept at registered office or any other place as may be approved by the Board.|
|Custody||Attendance register should kept in the custody of Company Secretary or any director authorized by the Board.|
|Chairman||The Chairman of the company shall be the chairman of the board. If the company does not have a chairman the directors may elect one of themselves to be the chairman of the Board.|
|Minutes||The company shall maintain its minutes in physical or in electronic form. Minutes in electronic form shall be maintained with timestamp.|
|Serial Number||The pages of the minute’s books shall be consecutively numbered and this shall also be applicable to minutes books maintained in electronic form.|
|Draft minutes||Draft Minutes have to be finalised within 15days from the date of the conclusion of the meeting of the board and shall be circulated by hand or by speed post or by registered post or by courier or by e-mail or by any other recognised electronic means to all the members of the Board or the Committee for their comments.The Concerned Director should provide their comments within 7 days of circulation and after the expiry of said 7 days any comments from directors should be considered at discretion of the chairman.|
|Final Minutes||Minutes shall be entered in the Minutes Book within thirty days from the date of conclusion of the Meeting.(within 30 days final minutes should be circulated to board members.)|
|Signing and Dating of Minutes||Minutes of the previous Meeting may be signed either by the Chairman of such Meeting at any time before the next Meeting is held or by the Chairman of the next Meeting at the next Meeting|
|Inspection and Extracts of Minutes||Who can Inspect Minutes:1.) Company Secretary in practice
2.) The Secretarial Auditor
3.) The Cost Auditor
4.) The Internal Auditor
(Author – CS Raghav Bansal, is a Company Secretary in Practice from Delhi and can be contacted at email@example.com)