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SS 1&2 - quick review

Corporate Laws / Banking / SEBI / LLP - By: - CS Swati Dodhi - Dated:- 3-7-2015 - Secretarial Standard 1 & 2 have become effective from July 01, 2015. These standards trigger certain action points at board level, shareholders level & general. We have summarized these action points to get prepared for implementation of these standards without hassles. Just prepare your action plan and contribute in mission ICSI in raising the bar of Corporate decision making and governance. A. ACTIONS REQ .....

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ies in attendance register. f. Who shall have custody of Attendance register, minutes book etc. g. Who shall make recording/entry of minutes. h. Who can issue certified true copies of resolutions/extract of minutes. 2. Decide policy regarding numbering of Board meetings - whether to start from date of incorporation or 01.07.2015. Further the Board may also decide policy regarding numbering of each agenda items. 3. Board may decide and add the list of business which cannot be taken up through vid .....

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own internal systems for preparation/drafting, initiating authority, concurring authority and approving authority. 7. The Board may decide tentative meeting calendar for a year to facilitate the board members to plan in advance. 8. The Board may approve term of reference/charter document for each committee to inter-alia provide for scope of working, committee members, Chairperson, meeting frequency, tenure of committee, quorum etc. 9. If Company maintains the following records in loose leaves, t .....

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o some other place: a. Attendance Register b. Minutes Book 12. The Board may approve the policy for preservation and destruction of attendance register and supporting documents of agenda notes. 13. If AOA does not provide for Chairman of the Company, the Board may elect Chairman among themselves. 14. The Board may prepare and approve standard manual for conduct of meetings to avoid conflicts. 15. The Board may decide regarding maintenance of minutes in physical or in electronic form and if maint .....

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d may approve the organizational hierarchy to facilitate identification of persons one level below KMP. 18. The Board may identify and prescribe the additional contents to be included in minutes. 19. With respect to each general meeting the Board shall approve the following: a. Appointment of scrutinizer for e-voting/ballot process. b. Appointment of e-voting agency. c. Fixation of cut-off date for the purpose of reckoning the names of Members who are entitled to Voting rights. d. Authorise the .....

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mpany Secretary or where there is no Company Secretary, any Director of the company to conduct postal ballot process and sign and send the Notice along with other documents ; d. appoint one scrutiniser for the postal ballot. e. appoint an Agency in respect of e-voting for the postal ballot. f. decide the record date for reckoning Voting Rights and ascertaining those Members to whom the Notice and postal ballot forms shall be sent. g. decide on the calendar of events. h. authorise the Chairman or .....

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inutes and other communicationsc. Email id for sending documents/communications. 2. Secretarial department may consider maintenance of separate Inward/dispatch/delivery register to facilitate easy maintenance of records and their retrieval. 3. Necessary checks may be made from time to time to ensure presence of director at least once in 12 months, so he does not vacate in terms of the provisions of section 167 of the Act. 4. The Company may prepare index of agenda of all meetings to facilitate e .....

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