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SS - Old - 05 - Rule - Companies Law - SS - Old - 05 - SS-5 Secretarial Standard on The following is the text of the Secretarial Standard-5 (SS-5) on issued by the Council of the Institute of Company Secretaries of India. In this Secretarial Standard, the standard portions have been set in bold type. These should be read in the context of background material which has been set in normal type, and in the context of the Preface to the Secretarial Standards . Adherence by a company to this Secretar .....

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nvey why, how and what conclusions were arrived at in relation to each business transacted at the meeting. It need not be an exact transcript of the proceedings. Every company is required to keep of all meetings. kept in accordance with the provisions of the Act evidence the proceedings recorded therein. help in understanding the deliberations and decisions taken at the Meeting. The Company Secretary or authorized official of the company should record the proceedings of the meetings. Scope This .....

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56), or any statutory modification or re-enactment thereof and includes any Rules and Regulations framed thereunder. Articles means the Articles of Association of a company, as originally framed or as altered from time to time, including, where they apply, the Regulations contained in the Tables in Schedule I to the Act. Board means the Board of Directors of a company. Chairman means the Chairman of the Board or the Chairman appointed or elected for a Meeting. Committee means a Committee of the .....

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Meeting means any meeting, duly convened, constituted and held. Member means any person who agrees, either by subscribing to the Memorandum of Association of the company or by applying in writing, to become a Member of the company and whose name is entered either in the Register of Members of the company or in the records of the depository as a beneficial owner in respect of shares of the company held by him. Unless the context otherwise requires, words and expressions used herein and not defin .....

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maintained for each type of Meeting. 1.3 The pages of the Book should be consecutively numbered. In the event any page in the book is left blank, it should be scored off and initialled by the Chairman who signs that . 1.4 should not be pasted or attached to the Book. 1.5 Books should be kept at the Registered Office of the company. of the Board and Committee Meetings may, with the approval of the Board, be kept at the office where such Meetings are generally held. 2. Contents 2.1 General Conten .....

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f the person in the Chair and the Vice-Chairman, if any. 2.2 Meetings of the Board or Committee 2.2.1 should contain: (a) The names of officers in attendance and invitees for specific items. (b) The names of directors who sought and were granted leave of absence. (c) If any director has participated only for a part of the Meeting, the agenda items in which he had participated. (d) In case of a director joining through video or tele conference the place from and the agenda items in which he parti .....

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isions. The agenda items discussed should be recorded and appropriately numbered. The decisions should be recorded in the form of resolutions, where it is statutorily or otherwise required. In other cases, the decisions can be recorded in a narrative form. Where a resolution was passed pursuant to the Chairman of the Meeting exercising his second or casting vote, the should record the same and also refer to the Articles which empowers the Chairman to exercise the second or casting vote. 2.3 Gene .....

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y who issued the Compliance Certificate, the Court appointed observers or scrutineers. (h) Reading of the notice of the meeting. (i) Reading of the report of the auditors. (j) Summary of the opening remarks of the Chairman. (k) Summary of the clarifications provided. (l) In respect of each resolution, the type of the resolution, the names of the persons who proposed and seconded and the majority with which such resolution was passed. Resolutions should be written in the present tense. Where a mo .....

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(o) If the Chairman vacates the Chair in respect of any specific item in which he is interested, the fact that he did so and in his place some other director or member took the Chair. 3. Recording 3.1 should contain in unambiguous terms a fair and correct summary of the proceedings of the Meeting. should be written using clear, concise and plain language. The Chairman has absolute discretion to exclude from the , matters which in his opinion are defamatory, irrelevant or immaterial or which are .....

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an earlier resolution or decision is superseded or modified, should contain a clear reference to the earlier resolution or decision. 4. Entry 4.1 should be entered in the Book within thirty days from the date of conclusion of the Meeting. must be written within 30 days from the date the Meeting is finally concluded. 4.2 The date of entry in the Book should be recorded. 4.3 , once entered in the Book, should not be altered. Any alteration, other than grammatical or minor corrections, in the as en .....

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alised and entered in the Book within the specified time limit of thirty days. 5.2 of the Meetings of all Committees should be placed and noted at a subsequent Meeting of the Board. 6. Signing and Dating 6.1 of the Meeting of the Board or Committee should be signed and dated by the Chairman of the Meeting or the Chairman of next Meeting. 6.2 of a General Meeting should be signed and dated by the Chairman of the meeting or in the event of death or inability of the Chairman, by any director duly a .....

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