The Institute of Company Secretaries of India (ICSI) has announced that the Central Government has approved the revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2). The revised standards will be effective from 1 April 2024.
The SS-1 and SS-2 are mandatory standards for all companies incorporated under the Companies Act, 2013. They prescribe the procedures for convening and conducting meetings of the board of directors and general meetings of shareholders.
The revised standards have been made to align them with the provisions of the Companies Act, 2013 and the Rules made thereunder. Some of the key changes include:
SS-1: SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF DIRECTORS
Clarification on the definition of “quorum” for board meetings.
New provisions on the circulation of documents to directors before board meetings.
Revised requirements for the minutes of board meetings.
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 registered under Section 8 of the Companies Act, 2013 or corresponding
provisions of any previous enactment thereof.
However, companies registered under Section 8 of the Companies Act, 2013 need to comply with the applicable provisions of the Act relating to Board Meetings.
The exemption to a company registered under Section 8 of the Companies Act, 2013 as referred above and the specific exemptions given to a private company in this Standard shall be available only if it has not committed any default in filing its Financial Statements or Annual Return with the Registrar of Companies.
The principles enunciated in this Standard for Meetings of the Board of Directors are also applicable to Meetings of Committee(s) of the Board, unless otherwise stated herein or stipulated by any other applicable Guidelines, Rules or Regulations.
This Standard is in conformity with the provisions of the Act. However, if, due to subsequent changes in the Act, a particular Standard or any part thereof becomes inconsistent with the Act, the provisions of the Act shall prevail.
Read More Here: https://www.icsi.edu/media/webmodules/Final_SS-1.pdf
SS-2: SECRETARIAL STANDARD ON GENERAL MEETINGS
New provisions on the voting rights of shareholders at general meetings.
Revised requirements for the notice of general meetings.
New provisions on the conduct of electronic general meetings.
This Standard is applicable to all types of General Meetings of all companies incorporated under the Act except One Person Company (OPC) and a company registered under Section 8 of the Companies Act, 2013 or corresponding provisions of any previous enactment thereof.
However, companies registered under Section 8 of the Companies Act, 2013 need to comply with the applicable provisions of the Act relating to General Meetings.
The exemption to a company registered under Section 8 of the Companies Act, 2013 as referred above and the specific exemptions given to a private company and Government company in this Standard shall be available only if it has not committed any default in filing its
Financial Statements or Annual Return with the Registrar of Companies.
The principles enunciated in this Standard for General Meetings of Members are applicable mutatis-mutandis to Meetings of debenture holders and creditors. A Meeting of the Members or class of Members or debenture-holders or creditors of a company under the directions of
the Court or the Company Law Board (CLB) or the National Company Law Tribunal (NCLT) or any other prescribed authority shall be governed by this Standard without prejudice to any rules, regulations and directions prescribed for and orders of, such courts, judicial forums and other
authorities with respect to the conduct of such Meetings.
This Standard is in conformity with the provisions of the Act. However, if, due to subsequent changes in the Act, a particular Standard or any part thereof becomes inconsistent with the Act, the provisions of the Act shall prevail.
Read More Here: https://www.icsi.edu/media/webmodules/Final_SS-2.pdf
The Institute of Company Secretaries of India (ICSI) has said that the revised standards will improve the corporate governance of companies in India by making meetings of the board of directors and general meetings more efficient and transparent.
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