Webinar #12 : Live Panel Discussion on Compulsory Insurance Gratuity Rules, 2024 scheduled on April 25th, 2024 @ 3:30PM | Register NOW!

Demystifying Secretarial Standards and Revisions

A comparative analysis

Aakanksha Singhal
Aakanksha Singhal

Published on: Feb 15, 2024

Darshi Dave
Darshi Dave

Updated on: Feb 16, 2024

(16 Ratings)
5580

Secretarial Standards are guidelines, which lays down the standard procedure and structure for undertaking specific tasks and actions within an organization, which is in addition to the provisions of the original law i.e., Companies Act, 2013 and not in substitution of the original law. It covers a wide range of subjects, such as Board of Directors Meetings, General Meetings, maintenance of registers and records, related party transactions, Corporate Social Responsibility etc.

The Institute of Company Secretaries of India (ICSI) is responsible for issuing the Secretarial Standards. ICSI endeavors perpetual assessment of these Standards, in pursuit of aligning the provisions of these Standards in line with the best business practices and thereby sustaining the true spirit of law.

The Council of the ICSI in its 306th Meeting, has accorded the approved for the revised Secretarial Standard – 1 on Meetings of the Board of Directors (SS-1) and Secretarial Standard – 2 on General Meetings (SS-2), which shall be effective from 1st April, 2024.

Applicability

Every Company which is required to comply with the Companies Act, 2013 and the rules made thereunder.

Exemption

  1. One Person Company (OPC)
  2. Company registered under Section 8 of the Companies Act, 2013 or any previous enactment thereof

SECRETARIAL STANDARD – 1 (SS-1)

S.No Para Reference Context of Para Revisions
1 Para 1 and 2 Scope of SS-1 on Meetings of the Board of Directors Exemption provided to a company registered under Section 8 of the Companies Act, 2013 and specific exemptions given to a Private Company in this SS-1 shall be available only if it has not committed any default in filing its Financial Statements or Annual Return with the Registrar of Companies.
2 Para 1.2.3 Participation of Director in a Meeting through Electronic Mode
  1. Directors can participate in a discussion on restricted items through electronic mode, in case the Quorum of the Meeting through physical presence is not met.
  2. List of the restricted items of business has been removed.
3 Para 1.3.4 Intimation of Intention of Participation of Director through Electronic Mode Director can intimate his intention of participation through Electronic Mode at the beginning of the Calendar Year which will be valid for such Calendar Year. However, such intimation will not debar the Director from participating in person.
4 Para 1.3.7 Meaning of Unpublished Price Sensitive Information in respect of Agenda and Notes to Agenda of the Meeting “Material events in accordance with the listing agreement”, has been removed from the meaning of Unpublished Price Sensitive Information.
5 Para 2.1 Meetings of the Board of Directors Exemption from the provision of having at least 04 Board Meetings in each calendar year, has been extended to Private Company which is recognized as start-up and the term “start-up” has also been defined.
6 Para 2.3 Meeting of Independent Directors Requirement of holding at least 01 meeting of Independent Directors, in a Financial Year, without attendance of Non-Independent Directors and members of Management.
7 Para 3.2 Reckoning of Director for Quorum and Participation thereof for a Business in which he is interested In case of Private Company, a Director shall be reckoned for Quorum and entitled to participate in respect of such item of business, after disclosure of interest.
8 Para 3.3 Counting of Directors participating through Electronic Mode in a Meeting for Quorum Directors participating through Electronic Mode will be counted for Quorum except for restricted items.
9 Para 5.1.2 Conduct of Proceedings of a Meeting in respect of an item of business in which Chairman is interested In case of Private Company, the Chairman may continue to chair, be reckoned for quorum and entitled to participate in respect of such item, after disclosure of his interest.
10 Para 6.2.2 Maintenance of Proof of sending and delivery of draft resolution and necessary papers 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 03 years from the date of circulation of such Resolution.

SECRETARIAL STANDARD – 2 (SS-2)

S.No Para Reference Context of Para Revisions
1 Para 1 and 2 Scope of SS-2 on General Meetings Exemption provided to a company registered under Section 8 of the Companies Act, 2013 and specific exemptions given to a Private Company in this SS-2 shall be available only if it has not committed any default in filing its Financial Statements or Annual Return with the Registrar of Companies.
2 Para 1.2.4 Place of Holding Annual General Meeting (AGM) and Extra-Ordinary General Meeting (EGM)
  1. AGM of Unlisted Public 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, before the Meeting.
  2. EGM may be held outside India, in case wholly owned subsidiary of a company is incorporated outside India.
  3. AGM in case of a Government Company shall be held at registered office or such other 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.
3 Para 1.2.7 Sending Notice and accompanying documents at Shorter Period Notice and accompanying documents may be given at a shorter period of time if the requisite written consent of Members is given, by physical or electronic means, as under:
  1. In case of AGM- by not less than 95% of Members entitled to vote.
  2. In case of any other Meeting and for circulating Financial Statements & other related documents-
    • if Company has a share capital, then consent by the majority in number of Members entitled to vote and represent not less than 95% of such part of the paid-up share capital of the company as gives a right to vote at the Meeting.
    • if Company has no share capital, consent by the Members having not less than 95% of the total voting power exercisable at such Meeting.
4 Para 7.5.2 Member’s Entitlement to vote on resolution related to approval of any contract or arrangement in which such Member is a Related Party
  1. Member is entitled to vote on resolution related to approval of any contract or arrangement in which he is a Related Party, in case of a Company where 90% or more Members, in number, are relatives of promoters or are related parties.
  2. Resolution passed by the Holding Company shall be sufficient for the purpose of entering into the transactions between wholly owned subsidiary and holding company, in case of wholly owned subsidiary.
  3. Member who is a related party is entitled to vote on a Resolution pertaining to approval of any contract or arrangement to be entered into by Government Company with any other Government Company or with Central Government or any State Government or any combination thereof.
5 Para 16.1 Passing of Resolutions by Postal Ballot Items of business prescribed to be passed by Postal Ballot may be transacted at General Meeting by the Company which is required to provide e-voting facility to its members.
6 Para 16.8 Rescinding the Resolution Resolution passed by Postal Ballot shall not be rescinded otherwise than by a Resolution passed subsequently through Postal Ballot or passed at General Meeting by the Company which is required to provide e-voting facility to its Members.

References

  1. Revised SS-1 : https://www.icsi.edu/media/webmodules/Final_SS-1.pdf
  2. Comparative Analysis of SS-1 :https://www.icsi.edu/media/webmodules/ComparativeAnalysis_Amendments_SS1.pdf
  3. Revised SS-2 : https://www.icsi.edu/media/webmodules/Final_SS-2.pdf
  4. Comparative Analysis of SS-2 :https://www.icsi.edu/media/webmodules/ComparativeAnalysis_Amendments_SS2.pdf

Disclaimer

The information provided in this article is intended for general informational purposes only and should not be construed as legal advice. The content of this article is not intended to create and receipt of it does not constitute any relationship. Readers should not act upon this information without seeking professional legal counsel.

Tell us how helpful was this post?

Subscribe Newsletter Request a demo Contact Us