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Secretarial Standard-1 A Bird s View

Secretarial Standard-1 A Bird s View - Corporate Laws / Banking / SEBI / LLP - By: - sachin bhola - Dated:- 14-1-2016 - Companies follow diverse secretarial practices and, consequently, there was a need to put together, harmonize and standardize such practices so as to promote uniformity and stability. The Secretarial Standards Board formulates Secretarial Standards taking into consideration the applicable laws, usages, business environment, practical applicability and the best secretarial pract .....

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ver, if, due to subsequent changes in the law, a particular Standard or any part thereof becomes inconsistent with such law, the provisions of the said law shall prevail. The council of The Institute of Company Secretaries of India issued Secretarial Standards-I and Secretarial Standards-II which deals with Meetings of the Board of Directors and General Meetings and it was approved by central government and became effective on 1st July, 2015. Section 118 (10) of The Companies Act, 2013 specifica .....

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ncy of meeting Quorum Attendance Chairman Passing of resolution by circulation Minutes Preservation of minutes and other records Disclosure. CONVENING A MEETING This head of standard covers matter relating to Authority , Time, Place and Date and Notice of the meeting. AUTHORITY: - According to SS-1 the word Authority has been used threefold i.e. Authority to call a meeting, Authority to convene a meeting and Authority to adjourn meeting. AUTHORITY TO CALL MEETING:- Any director of company on his .....

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during the meeting, adjourn the meeting for any reason. This power of chairman is subject to objections raised by the majority of directors present at a meeting, provided adequate quorum is present. Thus, chairman is not obliged to objection raised by directors in respect to adjournment of a meeting in which quorum is not adequate. TIME PLACE MODE AND DATE OF MEETING: - A meeting can be called at any time, place on any day except National Holiday. The same principal is also applicable to adjour .....

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every meeting of board should be serially numbered and should plainly indicate the facility to attend the meeting through electronic mode, if company provides such facility. It is also clearly evident that facility if available is not applicable to some kind of businesses for example approval of financial statements, approval of board s report etc. NOTICE: - The secretarial standard provides thorough guidelines for issuing a notice of board meeting encompassing mode of delivery, authorized signa .....

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h the company and in absence of such address, it should be delivered at the address provided in DIN. AUTHORIZED SIGNATORY:- Every such notice should be delivered by company secretary or any person authorized by the board, as the case may be, at least seven days before the date of meeting. It can be delivered at a shorter period where such notice contains price sensitive information. Notice of board meeting should be given even if meetings are held on pre-determined dates or at pre-determined int .....

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any agenda along with notes on agenda providing details of proposal, relevant facts which enables director to understand meaning, scope and implication of such proposal. It should also contain a draft of resolution proposed to be passed. Any thing not specified in agenda can be taken up for consideration provided consent of chairman and majority of directors is obtained. FREQUENCY OF MEETING The secretarial standard deals with frequency of meetings of board, meetings of committee and meetings of .....

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d by board or as prescribed by any law. QUORUM The quorum of the board meeting shall not be less than one third of total strength or two directors which ever is higher at any point of time during entire meeting. A director who is attending meeting through video conferencing is also including while calculating quorum, however director present in the meeting but is interested in matter to be transacted is not included in the quorum. Where interested director exceeds two third of total strength the .....

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ng of board of directors. Following standards needs to be adhered with: There should be separate register for board meetings and committee meetings; Pages of register should be serially numbered; Must have serial number of the meeting, name of meeting, day, date, time, place, name of directors and their signatures, name of company secretary and their signatures and person attending meeting upon invitation; Register must be signed by every director, invitee and company secretary; Such registered .....

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all meetings of board held during a period of 12 month with or without seeking leave of absence. CHAIRMAN Chairman of meeting of board Chairman of meeting of committee Normally chairman of company is the chairman of the meeting. Where there is no chairman, members can elect any one member to be the chairman. A member of committee appointed by board or elected by committee shall be the chairman of the meeting. If chairman is interested in any item to be transacted at such meeting then he shall e .....

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directors of the company. Before circulating resolution, director shall place such resolution for consideration where consent of not less than one third of total number of directors is obtained. PROCEDURE:- Proposed draft resolution shall be sent together with necessary papers to all the directors. Such draft should accompany sufficient explanation that enables director to understand meaning scope and implication of proposed resolution. APPROVAL:- The resolution is deemed to be passed when it i .....

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