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Revised Secretarial Standards on Board and General Meetings

Jyoti Mittal , Last updated: 02 April 2024  
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Board Meeting (Secretarial Standard-1)

In February 2024, the ICSI issued revised drafts of SS-1 and SS-2 which will come into effect from 1 April 2024.

The Secretarial Standard on Meetings of the Board of Directors (SS-1) issued by the ICSI under Section 118(10) of the Companies Act, 2013 was first made applicable w.e.f. 1st July, 2015. It was then revised by the ICSI and approved by the Central Government in June 2017. The revised SS-1 was made applicable w.e.f. 1st October, 2017. Since then, the SS-1 has been further revised by the ICSI and approved by the Central Government under Section 118(10) of the Companies Act, 2013 and the latest revised version of SS-1 will be applicable from 1st April, 2024.

Revised Secretarial Standards on Board and General Meetings

Particular

Clause Ref No.

SS-1 (2017)

SS-1 (2024)

Scope

Scope of

SS-1

All companies incorporated under the act except OPC (having 1 director) and

Section 8 companies

All the companies incorporated under the act except OPC (having 1 director) and Section 8. Specific exemptions toSection 8 and PrivateCompany under the Act and the Standards only if it has not committed any default in filing Financial Statements or Annual Return

Notice

1.3.4

The Director may intimate his intention toparticipate through electronic Mode at the beginning of the Calendar Year also, which shall be

valid for such Calendar Year

A director can still attend meetings in person even after his express intention to attendmeetings through electronic mode for a particular calendar year provided he intimates the Company for such physical presence in advance.

Notice

1.3.7

Definition of Unpublished

Price Sensitive Information

("UPSI"):

(i) financial results;

(ii) dividends;

(iii) change in capitalstructure;

(iv) mergers, de-mergers, acquisitions, delistings, disposals, and expansion of business and such other transactions;

(v) changes in key managerial personnel

(vi) material events in accordance with the listing agreement

The new definition of UPSI does

not include point no. (vi)

UPSI:

(i) financial results;

(ii) dividends;

(iii) change in capital structure;

(iv) mergers, de-mergers, acquisitions, delistings, disposals, and expansion of business and such other transactions; and

(v) changes in keymanagerial

personnel

Frequency

of Meeting

2.1

One Person Company, Small Company or Dormant Company may hold one Meeting of the Board in each

half of a Calendar Year and the gap between the two Meetings of the Board is not less than ninety days.

One Person Company, Small Company or Dormant Company, and PrivateCompanies recognized asStart-Up* may hold one Meeting of the Board in eachhalf of a Calendar Year and the gap between the two Meetings of the Board is not less than ninety days.

*Start-up means a private company incorporated under the Act and recognized as a start-up by the notification issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India.

Meeting of

Independent

Directors

(ID)

2.3

ID's shall meet atleast once in a Calendar Year

IDs shall meet atleast once in a financial year withoutattendance of Non--independent directors andmembers of management.

Quorum

3.2

In a Private Company, a Director who is interested in an item of business in a board meeting, shall be entitled to participate in respect of such item after disclosure of his interest.

In a Private Company, a Director who is interested in an item of business in a board meeting, shall be counted forthe quorum and be entitled to participate in respect of such item after disclosure of his interest.

Quorum

3.3

Directors shall not participate through electronic mode on excluded items of business under the provisions of the

Act or any other law.

Directors shall not participate through electronic mode in the discussion on restricted items unless there is a Quorum ina Meeting through physicalpresence of directors.

Quorum

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, exceptfor restricted items in whichQuorum shall be ascertainedbased on the physicalpresence of Directors.

Chairman

5.1.2

In a Private Company, the Chairman may hold the position and participate in the meeting after the disclosure of

his interest

In a Private Company, the Chairman may hold the position, be counted forquorum,and be entitled to participate in respect of such item after disclosure of his interest

Passing of

Resolution

by

Circulation

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.

Items not to

be passed

by

circulation

Annexure- A

In the case of a public company, the appointment ofDirectors to fill casual

vacancies is subject to the provisions outlined in the company's Articles.

The appointment of Directors to fill casual vacancies, subject to the provisions outlined in the Company's Articles must be approved in the immediate next General Meeting of the Company.

Annexures

Annexure-A

Annexure-B

Annexure-A- Para

Annexure-B- Para

Annexure-A- Paragraph

Annexure-B- Paragraph

(Instead of Para word )

 
 

General Meeting (Secretarial Standard-2)

Particular

Clause Ref No.

SS-2 (2017)

SS-2 (2024)

Scope

Scope of

SS-2

All companies incorporated under the act except OPC and Section 8 companies

All companies incorporated under the act except OPC and Section 8 companies and specificexemptions given to a privatecompany and Governmentcompany in this Standardavailable if it has not been committedany default in filing Financial Statements or Annual Return.

Definition

Ordinary

Business

Ordinary business means business to be transacted at an Annual General Meeting relating to:

(i) the consideration of financial statements, consolidated financial statements, if any, and the reports of the Board of Directors and Auditors;

(ii) the declaration of any dividend;

(iii) the appointment of Directors in the place of those retiring; and

(iv) The appointment or ratification thereof andfixing of remuneration of

the Auditors.

Ordinary business means business

to be transacted at an Annual General Meeting relating to:

(i) the consideration of financial statements, consolidated financial

statements, if any, and the reports of the Board of Directors and Auditors;

(ii) the declaration of any dividend;

(iii) the appointment of Directors in the place of those retiring; and

(iv) the appointment and fixing of remuneration of the Auditors.

Notice

Para 1.2.4

AGM shall be held either at the registered office of the company or at some other place within the city, town, or village in which the registered office of the company is situated

AGM shall be held either at the registered office of the company or at some other place within the city,

town or village in which the registered office of the company is situated. However, the AGM of anunlisted company may be held at any place in India, if prior consent is given by all the members either in writing or by Electronic Mode. Such consent shall be received before theMeeting.

Notice

Para 1.2.4

EGM may be held at any place within India

EGM may be held at any place within India. In the case of a whollyowned subsidiary of a companyincorporated outside India, EGMmay be held outside India

Notice

Para 1.2.4

AGM of a Government company shall be held at its registered office or any other place with the approval of the Central Government, as may be required on this behalf.

AGM of Govt. Company shall be held at its registered office or suchother place within the city, town

or village in which the registered office of the company is situated

or such other place as the Central Government may approve in this behalf.

Notice

Para 1.2.7

Notice and accompanying documents may be given at a shorter period of time if consent in writing is given thereto, by physical or electronic means, by not less than ninety-five percent of the Members entitled to vote at such Meeting

Notice and accompanying documents may be given at a shorter period of time if the requisite consent of Members in writing is given accorded thereto, by physical or electronic means, as

under:

(i) In case of an Annual General Meeting, consent by not less than ninety-five percent of the Members entitled to vote at such Meeting. However, the FinancialStatements and other documentsrequired to be annexed thereto may

be given at a shorter period of time if the requisite consent of Members in writing, by physical or electronic means, is accorded thereto:

(a) if the company has a share capital, consent by the majority in the number of members entitled to vote and represent not less than ninety-five percent of such part of the paid-up share capital of the company as gives a right to vote at

the Meeting;

(b) if the company has no share capital, consent by the Members having not less than ninety-five per

cent of the total voting power exercisable at such a Meeting.

(ii) In case of any other General Meeting-

(a) if the company has a share capital, consent by the majority number of members entitled to

vote and represent not less than ninety-five percent of such part of the paid-up share capital of the company as gives a right to vote at the Meeting;

(b) if the company has no share capital, consent by the Members having not less than ninety-five

percent of the total voting power exercisable at such a Meeting.

Where any Member of a company is entitled to vote only on some resolution or resolutions to be moved at a Meeting and not on the

other, then the vote of the Member for shorter notice shall only be counted for the purpose of the resolution on which the Member can vote.

Voting

Para 7.5.2

A Member who is a related party is not entitled to vote on a Resolution relating to the approval of any contract or arrangement in which such Member is arelated party.

A member who is a related party is not entitled to vote on a Resolution relating to approval of any contract

or arrangement in which such Member is a related party, exceptin the case of a company in whichninety percent or more Members,in number, are relatives ofpromoters or related parties.

Further, in the case of a wholly owned subsidiary, the resolution passed by the holding company shall be sufficient for the purpose of entering into the transactions between wholly owned subsidiary

and holding company.

Voting

Para 7.5.2

A member who is a related party is entitled to vote on a Resolution pertaining to the approval of any contract or arrangement to be entered into by:

(a) A Government company with any other Government company; or

(b) An unlisted Government company with the prior approval of the competent authority, other than those contracts or arrangements referred in clause (a)

A member who is a related party is entitled to vote on a Resolution pertaining to the approval of any contract or arrangement to be entered into by:

(a) A Government company with any other Government company orwith the Central Government or anyState Government or anya combination thereof; or

(b) An unlisted Government company with the prior approval of the competent authority, other than

those contracts or arrangements referred in clause (a).

Passing of

Resolutions

by postal

ballot

Para 16.1

Every company, except the company having less than or equal to two hundred Members shall transact items of business as prescribed, only by means of postal ballot instead of transacting such business at a General Meeting.

Every company, except a company having less than or equal to two hundred Members, shall transact

items of business as prescribed, only by means of a postal ballot instead of transacting such business at a General Meeting.

However, such item of business may be transacted at a General Meeting by a company which is

required to provide an e-voting facility to its Members.

Rescinding

The Resolution

Para 16.8

A Resolution passed by postal ballot shall not be rescinded otherwise than by a Resolution passed subsequently through postal ballot.

A Resolution passed by postal ballot shall not be rescinded otherwise than by a Resolution passed subsequently through the postal ballot or passed at a General Meeting by a company that isrequired to provide an e-votingfacility to its Members

Language Improvement

  1.  

5.1

In the case of a private company, the appointment of the Chairman shall be in accordance with this para, unless otherwise provided in the Articles.

In the case of a private company, the appointment of the Chairman shall be in accordance with this paragraph, unless otherwise provided in the Articles.

2.

6.1

In case of a private company, the Proxy shall be appointed in accordance with this para, unless otherwise provided in the Articles.

In case of a private company, the Proxy shall be appointed in accordance with this paragraph, unless otherwise provided in the

Articles

3.

6.6.1

In case of a private company, the Proxy shall be deposited with the company in accordance with this para, unless otherwise provided in the Articles

In case of a private company, the Proxy shall be deposited with the company in accordance with this paragraph, unless otherwise provided in the Articles

4.

7.3

In case of a private company, the voting by show of hands shall be in accordance with this para, unless otherwise provided in the Articles.

In case of a private company, the voting by show of hands shall be in accordance with this paragraph, unless otherwise provided in the Articles

5.

7.4

In case of a private company, the poll shall be conducted in accordance with this para, unless otherwise provided in the Articles.

In case of a private company, the poll shall be conducted in accordance with this paragraph,unless otherwise provided in the Articles.

6.

7.5.1

In case of a private company, the Voting Rights shall be reckoned in accordance with this para, unless otherwise provided in the Memorandum or Articles of the company.

In case of a private company, the Voting Rights shall be reckoned in accordance with this paragraph, unless otherwise provided in the Memorandum or Articles of the company

7.

9.4

In case of a private company, the appointment of scrutiniser(s) shall be in accordance with this para, unless otherwise provided in the Articles

In case of a private company, the appointment of scrutiniser(s) shall be in accordance with this paragraph, unless otherwise provided in the Articles

8.

9.5.1

In case of a private company, the declaration of result of poll shall be in accordance with this para, unless otherwise provided in the Articles.

In case of a private company, the declaration of result of poll shall be in accordance with thisparagraph, unless otherwise provided in the

Articles.

9.

15.4

In case of a private company, the adjournment of Meeting for want of quorum shall be in accordance with this para, unless otherwise provided in the Articles

In case of a private company, the adjournment of Meeting for want of quorum shall be in accordance with this paragraph, unless otherwise provided in the Articles

10

15.5

In case of a private company, the requisitioned meeting shall stand cancelled in accordance with this para, unless otherwise provided in the Articles

In case of a private company, the requisitioned meeting shall stand cancelled in accordance with this paragraph, unless otherwise providedin the Articles

11.

Annexure 16.1

Annexure- Para 16.1

Annexure- 16.1 Paragraph


Published by

Jyoti Mittal
(CS PROFESSIONAL STUDENT )
Category Corporate Law   Report

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