Secretarial Standard-1

CS SHIVAM SINGHAL E-mail id - csshivamsinghal17@gmail.com ACS, B.COM Contact - 9359135062, 8750993347 1 SECRETARIAL STANDARD-1 APPLICABILITY & EFFECTIVENESS- Applicable on Every Company (except OPC having 1 director) at the time of conduct board mee ting or committee meeting (having directors) & effective from 01 st July, 2015. Authority to Convening a Meeting NOTE- Requisition must be in writing, if the requisition not in writi ng, it should be put in writing by the CS before the Chairman/ M.D/ W.T.D, as the case may be. EXAMPLE- On consultation with Chairman/ M.D/ W.T.D, as the case may be, refuses to convene the meeting, the AOA of the Company would p revail. In case AOA of the Company is silent, a CS cannot convene a board meeting as r equisitioned by the director. Other aspect to Convening a Meeting Serial Number- Company may adopt serial no. of the board meeting o n any following basis- 1. Continuous Serial No. basis- 20 th meeting, 21st meeting, 22nd meeting……and so on. 2. Calender Year basis- 1/2015 th meeting, 2/2015th meeting, 3/2015th meeting…….. and so on. 3. Financial Year basis- 1/2015-16 th meeting, 2/2015-16th meeting, 3/2015-16th meeting …………..and so on. Any Director (even Independent director) of a Company may at any time requisite a meeting of the board and the CS or where there is n o CS any person authorised by the board shall convene a board meeting on such requisi tion in consultation with Chairman or in his absence M.D (if any) or W.T.D (if any). Shall have a Serial Number . At any Place. At any Time and Day. May Participate through Electronic Mode. CS SHIVAM SINGHAL E-mail id - csshivamsinghal17@gmail.com ACS, B.COM Contact - 9359135062, 8750993347 2 Place- A Board Meeting may be held at any place, in India or abroad. If AOA of the Company provides a specific place, then the meeting should be held only that place. Time & Day- A Board Meeting/ Adjourned Board Meeting shall conv ene on any day irrespective of Sunday but not on National Holiday and at any time. ‘National Holiday’ includes Republic Day (26 th January), Independence Day (15th August), Gandhi Jayanti (2 nd October) and such other day as may be declared as National Holiday by Central Government. Electronic Mode- Any Director may participate through Electronic Mod e or Audio- visual means (if Company provides such facility) but not participate at the time of transact ABP News items. A Annual Financial Statements Approval of the Annual F inancial Statements or Consider by Audit Committee. B Board’s Report Approval of the Board’s Report. P Prospectus Approval of the Prospectus. News Matters regarding reconstruction. Approval of the matters relating to Amalgamation, Merger, Demerger, Acquisition and Takeover. NOTE-  It is not mandatory for companies to provide their directors with the facility of participation in meetings through Electronic Mode.  Any Director may participate through Electronic Mod e in respect of ABP News items with the permission of Chairman but neither be coun ted for the purpose of Quorum nor be entitled to vote in respect of such items. CS SHIVAM SINGHAL E-mail id - csshivamsinghal17@gmail.com ACS, B.COM Contact - 9359135062, 8750993347 3 NOTICE OF MEETING Delivery of Notice with Agenda- Notice shall be given to every director by- 1. Hand, or 2. Speed Post, or 3. Registered Post, or 4. Courier, or 5. Facsimile, or 6. E-mail, or 7. Any other electronic mode. To the Postal Address or E-mail Address registered by the director with the Company or if not registered, on such address appearing in the DIN of the Director & proof of the delivery of notice shall be maintained by the Company for 8 Financial Years (destroy after 8 Financial Years with the approval of the board). NOTE- Proof of delivery are as follows- 1. In case of Hand delivery- receiving from director on duplicate copy. 2. In case of Post/ Courier- Acknowledgement received from Post/ Courier service provider. 3. In case of E-mail/ E-mode- record in sent item. Contents of Notice- Notice shall be given at least 7 days before the d ate of meeting, signed & given by the CS or where there is no CS, any dire ctor or other person authorised by the board, content the following- 1. Serial Number of the meeting. 2. Day, Date & Time of the meeting. 3. Full address of the venue of the meeting. 4. About facility of Electronic mode (if any). CS SHIVAM SINGHAL E-mail id - csshivamsinghal17@gmail.com ACS, B.COM Contact - 9359135062, 8750993347 4 5. The Agenda, setting out the business to be transact ed at the meeting with serially numbered. 6. Notes to Agenda that enable the directors to unders tand the meaning, scope, implications and the nature of interest (if any) of any director. NOTE-  For the purpose of computing the period of 7 days, the date of the meeting should be excluded but the date of notice need not be exclude d.  Any item not included in the Agenda may be taken up for consideration with the permission of the Chairman and with the consent of a majority of the directors present in the meetings, which shall include atleas t one Independent director (if any).  Where approval by means of a Resolution is required , the draft of such Resolution may be set out in the Notes to Agenda.  Notice without Agenda, Agenda and Notes to Agenda m ay be sent separately subject to the condition that all be sent atleast 7 days be fore the meeting.  To transact urgent business, the Notice, Agenda and Notes to Agenda may be given at shorter period, if atleast one Independent direc tor (if any) shall be present at such meeting. If no Independent Director is present, dec ision shall be final only on ractification by atleast one Independent director ( if any). FREQUENCY OF MEETING