04-Oct-2021 The Secretarial Standard -1 Part - 3

EXSISTING SS-1

REVISED SS-1

RATIONALE

RECORDING OF MINUTES 

Any unsigned documents including reports or notes or presentations tabled or presented at the Meeting, which were not part of the Notes on Agenda and are referred to in the Minutes, shall be identified by initialling of such documents, reports  or notes by the Company Secretary or the Chairman. Wherever approval is taken on the basis of certain papers laid before the Board, proper identification shall be made by initialling such papers by the Company Secretary or the Chairman and the reference thereto shall be made in the Minutes.

Wherever the decision of the Board is based on any unsigned documents including reports or notes or presentations tabled or presented at the Meeting, which were not part of the Notes on Agenda and are referred to in the Minutes, shall be identified by initialling of such documents by the Company Secretary or the Chairman.

The documents placed for noting and / or papers which have been signed by Chairman, Director or any other officials of the company need not be initialled again. Only Unsigned records have to be initialled.

EARLIER RESOLUTION SUPERSEDED OR MODIFIED

Where any earlier Resolution or decision is superseded or  Modified , Minutes shall contain a reference to such earlier Resolution or decision.

Where any earlier Resolution or decision is superseded or modified, Minutes shall contain a specific  reference to such earlier Resolution or decision or state that the Resolution is in supersession of all earlier Resolutions passed in that regard.

To bring more clarity on stating the fact of supersession of earlier resolution or decision of the Board in the Minutes.

CIRCULATION OF DRAFT MINUTES

Within fifteen days from the date of the conclusion of the  Meeting of the Board or the  Committee, the draft Minutes  thereof 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 

Comment.

Within fifteen days from the date of the conclusion of the Meeting of the Board or the Committee, the draft Minutes thereof 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, as on the date of the meeting for their comments.

Revised SS-1 provides clarity on the draft minutes which are required to be sent to all the directors as on the date of the meeting for their comments.

MANNER OF SENDING THE DRAFT OF MINUTES

The draft Minutes are sent by speed post or by registered post or by courier, an additional two days may be added for delivery of the draft Minutes. 

(a) The Proof of sending draft Minutes and its delivery shall be maintained by the company.

Removed 

Proof of sending draft Minutes and its delivery 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

Relaxation given to companies. The standard provides for circulation of draft minutes within 15 days and addition of two days has no specific relevance in the given case as it would be more relevant in case of delivery within 15 days, so the deletion made.

The Board of Directors to decide the  period of retention of such records, in any case not less than 3 years from the date of the meeting

CIRCULATION OF CERTIFIED SIGNED MINUTES 

A copy of the signed Minutes  certified by the Company Secretary or where there is no Company Secretary, by any Director authorised by the Board shall be circulated to all  Directors within fifteen days after these are signed

Within fifteen days of signing of the Minutes, a copy of the said signed Minutes, certified by the Company Secretary or where there is no Company Secretary by any Director authorised by the Board, shall be circulated to all the Directors, as on the date of the meeting and appointed thereafter, except to those directors who have waived their right to receive the same either in writing or such waiver is recorded in the Minutes. 

Proof of sending signed Minutes and its delivery 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.

Relaxation is given to companies to circulate the certified Minutes to all directors except those who have waived their right to receive the same.

Proof of sending signed minutes and its  delivery is also provided to curb the scope of disputes

DISCLOSURE 

The Annual Report and Annual Returns of the company shall disclose the number and dates of Meetings of the Board and Committees held during the financial year indicating the numbers of Meetings attended by each Director.

The Report of the Board of Directors shall include a statement on Compliances of applicable Secretarial Standards.

Board of Directors has to mention a statement in its Director’s report that Company is in Compliances of applicable Secretarial Standards.

SALE AND PURCHASE OF SUBSIDIARY/ASSETS

Purchase and Sale of subsidiaries/ assets which are not in the normal course of business

(a) Sale of subsidiaries.

(b) Purchase and Sale of material tangible/ intangible assets not in the ordinary course of business.

A company may have many assets which are non-material and such items not  required to be placed at a meeting of the 

Board. 

FILE DECLARATION WITH ROC 

To authorise Directors of the company to file a declaration with the ROC for commencement of business.

Removed

This is not applicable as per Companies (Amendment) Act, 2015

COMMON SEAL 

To adopt the Common Seal of the company.

To adopt the Common Seal of the company, if any

The Common Seal is not mandatory as per Companies (Amendment) Act, 2015.