Secretarial Standards - PPT.ppt PRESENTATION

Secretarial Standards

1. 1 RRR CHAMBERS Email ID- [email protected] BY RRR Chambers - [email protected]

2. COVERAGE 2 BASIC CONCEPTS SS 1 – BOARD PRACTICES AND PROCEDURES SS 2 - GENERAL MEETING PRACTICES AND PROCEDURES OTHER RELATED MATTERS RRR Chambers - [email protected]

3. I NTRODUCT I ON ICSI took this initiative keeping view the growth and enhanced visibility of the profession and its members. ICSI constituted Secretarial Standards Board (SSB). SSB in consultation with the Council is to determine the areas in which Secretarial Standards are to be developed. The ultimate goal is to promote good corporate practices leading to better corporate governance. 3 RRR Chambers - [email protected]

4. 4 Legal Provision under Companies Act, 2013 118(10) 204 205 Rule 31 of Companies (Management and Administration) Rules, 2014 RRR Chambers - [email protected]

5. 5 Notification and Applicability RRR Chambers - [email protected]

6. 6 Genesis of Standards Secretarial Standards is nothing but Practice Procedure Principal RRR Chambers - [email protected]

7. Secretarial Standard -1 Meetings of board 7 RRR Chambers - [email protected]

8. SS-1 – Structure 8 RRR Chambers - [email protected]

9. 9 Role Players for Board Meeting Characteristics Chairman Company Secretary CFO CEO Directors Managing Director Whole Time Director Independent & Women Director Non-Executive Director Nominee Director RRR Chambers - [email protected]

10. 10 Best Practice - Calling Meeting WHO CAN CALL FOR BOARD MEETING? RRR Chambers - [email protected]

11. 11 OPTIONS: Chairman b. Any Director of the Company c. Company Secretary d. All of the above. SS - CLAUSE 1 Convening a Meeting RRR Chambers - [email protected]

12. 12 Best Day for Calling Meeting ON WHICH DAY BOARD MEETING CANNOT B CONDUCTED? RRR Chambers - [email protected]

13. 13 OPTIONS: National Holiday b. Public Holiday c. Sunday d. All of the above Best Day for Calling Meeting RRR Chambers - [email protected]

14. Overall Coverage of Board Meetings with Standards Minutes Attendance at Meetings 14 RRR Chambers - [email protected]

15. 15 RRR Chambers - [email protected]

16. 1 Convening of Meeting 16 The Manager or Secretary or Authorized Person on requisition of a Director shall, at any time summon a meeting of the Board. A Meeting adjourned for want of Quorum shall not be held on a National Holiday. Every Meeting shall have a Serial Number. 1.1 Authority The General Practice is that the Chairman , Managing Director or the Director’s of the Company shall convene the meeting of the Board 1.2 Time, Place and Day The Board Meeting may be held at any time and place, on any day. RRR Chambers - [email protected]

17. 17 Q. WHO CAN CALL FOR BOARD MEETING? OPTIONS: Chairman b. Any Director of the Company c. Company Secretary d. All of the above. A. (b) Any Director of the Company SS - CLAUSE 1 Convening a Meeting RRR Chambers - [email protected]

18. 18 Best Day for Calling Meeting Q. ON WHICH DAY BOARD MEETING CANNOT B CONDUCTED? OPTIONS: National Holiday b. Public Holiday c. Sunday d. All of the above A. (a) National Holiday RRR Chambers - [email protected]

19. 19 National Holiday Q. WHICH ONE OF THE FOLLOWING IS NOT A NATIONAL HOLIDAY? OPTIONS: Independence day b. Republic day c. Gandhi Jayanthi d. May day e. None of the above f. All of the above RRR Chambers - [email protected]

20. 20 “ National Holiday ” includes Republic Day i.e. 26th January, Independence Day i.e. 15th August, Gandhi Jayanti i.e. 2nd October and such other day as may be declared as National Holiday by the Central Government. 1.2.2 A Meeting may be convened at any time and place, on any day, excluding a National Holiday . A Meeting adjourned for want of Quorum shall also not be held on a National Holiday . National Holiday RRR Chambers - [email protected]

21. 21 National Holiday Q. WHICH ONE OF THE FOLLOWING IS NOT A NATIONAL HOLIDAY? OPTIONS: Independence day b. Republic day c. Gandhi Jayanthi d. May day e. None of the above f. All of the above A. (d) May day RRR Chambers - [email protected]

22. 22 WHEN NOTICE OF BOARD MEETING CAN BE GIVEN TO DIRECTORS? SS - CLAUSE 1.3 NOTICE OF MEETING RRR Chambers - [email protected]

23. 23 OPTIONS: At least 5 days prior meeting b. At least 7 days prior meeting c. Any time prior meeting SS - CLAUSE 1.3 NOTICE OF MEETING RRR Chambers - [email protected]

24. Notice in writing of every Meeting shall be given to every Director by hand or by post or by courier or by facsimile or by e-mail at his address registered with the company or by any other Electronic Mode. 1.3 Notice 24 Listed company, a period of seven days shall exclude the date of Notice and the Meeting. The Notice shall specify the day, date, time and full address of the venue of the Meeting. The Notice of a Meeting shall be given even when Meetings are held on pre-determined dates or at pre-determined intervals. Notice convening a Meeting shall be given at least 7 days before the date of the Meeting unless the Articles prescribe a longer period. In the absence of details about the address or changes thereto, the Notice and Agenda and Notes on Agenda shall be sent to any such addresses appearing in the Director Identification Number(DIN) registration of Directors. RRR Chambers - [email protected]

25. Notice 25 RRR Chambers - [email protected]

26. Mode of Sending Notice 26 RRR Chambers - [email protected]

27. Electronic Mode 27 RRR Chambers - [email protected]

28. 28 Q. WHEN NOTICE OF BOARD MEETING CAN BE GIVEN TO DIRECTORS? OPTIONS: At least 5 days prior meeting b. At least 7 days prior meeting c. Any time prior meeting A. (b) At least 7 days prior meeting SS - CLAUSE 1.3 NOTICE OF MEETING RRR Chambers - [email protected]

29. Notice of Adjourned Meeting 29 RRR Chambers - [email protected]

30. 30 WHEN AGENDA OF BOARD MEETING CAN BE SERVED TO DIRECTORS? SS - CLAUSE 1 AGENDA OF MEETING RRR Chambers - [email protected]

31. 31 OPTIONS: Along with notice b. At least 3 days prior meeting c. During meeting SS - CLAUSE 1 AGENDA OF MEETING RRR Chambers - [email protected]

32. The AGENDA shall set out the Business to be transacted at Meeting. Notes on Agenda to be included in the notice and shall be sent at least 7 days prior to the date of meeting or Higher period as prescribed in the Articles of Association. Supplementary Notes on any of the items of Agenda circulated at or prior to the meeting shall be taken up with the permission of the Chairman and with the consent of majority of the Directors present in the meeting, which shall include at least 1 Independent Director, if any. AGENDA 32 RRR Chambers - [email protected]

33. SS - CLAUSE 1 AGENDA OF MEETING 33 1.3.6 The Agenda, setting out the business to be transacted at the Meeting, and Notes on Agenda should be given at least three days before the date of the Meeting. Agenda and Notes on Agenda should be sent to all Directors by hand or by post or by courier or by facsimile or by e-mail or by any other Electronic Mode at their address registered with the company. They should be sent to the postal address, e-mail address, fax number or any other address registered by the Director with the company separately or in the absence of such details or any change thereto, any of such addresses or fax number appearing in his Director Identification Number (DIN) registration. The Notice, Agenda and Notes on Agenda should also be given to the Original Director, even when they have been given to the Alternate Director. Where a Director specifies a particular mode, the same should be sent by such mode. Supplementary Notes on any of the Agenda Items may be circulated at or prior to the Meeting . RRR Chambers - [email protected]

34. 34 Q. WHEN AGENDA OF BOARD MEETING CAN BE SERVED TO DIRECTORS? OPTIONS: Along with notice b. At least 3 days prior meeting c. During meeting A. (b) At least 3 days prior meeting SS - CLAUSE 1 AGENDA OF MEETING RRR Chambers - [email protected]

35. Notes on items of business which are in the nature of Unpublished Price Sensitive Information may be given at a shorter period of time than stated earlier, with the consent of a majority of the Directors, which shall include at least one Independent Directo r, if any. 35 RRR Chambers - [email protected]

36. 36 RRR Chambers - [email protected]

37. 37 WHAT IS NO. OF MEET OF DIRECTORS IN A YEAR? SS - CLAUSE 2 FREQUENCY OF MEETING RRR Chambers - [email protected]

38. 38 OPTIONS: 2 meet in a year of 90 days gap b. 4 meet in a year of 120 days gap c. Any no. of meet in a year SS - CLAUSE 2 FREQUENCY OF MEETING RRR Chambers - [email protected]

39. SS - CLAUSE 2.1 BOARD MEETING First Board Meeting with in 30 Days 39 RRR Chambers - [email protected]

40. SS - CLAUSE 2.2 COMMITTEE MEETING Committees shall meet as often as necessary subject to the minimum number and frequency stipulated by the Board or as prescribed by any law or authority. Committees means committee constituted by board in accordance with law but not committees which are constituted by the management for administrative and operative 40 RRR Chambers - [email protected]

41. SS - CLAUSE 2.3 INDEPENDENT DIRETOR MEETING 41 RRR Chambers - [email protected]

42. FREQUENCY OF MEETINGS 42 . The Board shall hold its first Meeting within thirty days of the date of its incorporation and thereafter shall hold at least 4 Meetings in each calendar year with a maximum interval of one hundred and twenty days between any two consecutive Meetings. In the calendar year of incorporation , it shall be sufficient if, after the first Meeting, one Meeting is held in each quarter , subject to a maximum interval of one hundred and twenty days between two consecutive Meetings An adjourned Meeting being a continuation of the original Meeting , the interval period in such a case, shall be counted from the date of the adjourned Meeting An Adjourned Meeting shall also not be held on a National Holiday. RRR Chambers - [email protected]

43. First Board Meeting with in 30 Days 2.1 MEETING OF BOARD OF DIRECTORS 43 RRR Chambers - [email protected]

44. 2.2 MEETING OF COMMITTEE Committees shall meet as often as necessary subject to the minimum number and frequency stipulated by the Board or as prescribed by any law or authority. 44 Committees means committee constituted by board in accordance with law but not committees which are constituted by the management for administrative and operative RRR Chambers - [email protected]

45. 45 Q. WHAT IS NO. OF MEET OF DIRECTORS IN A YEAR? OPTIONS: 2 meet in a year of 90 days gap b. 4 meet in a year of 120 days gap c. Any no. of meet in a year A. (b) 4 meet in a year of 120 days gap SS - CLAUSE 2 FREQUENCY OF MEETING RRR Chambers - [email protected]

46. IS ALERTNESS REQUIRED IN THE ACTIONS? 46 RRR Chambers - [email protected]

47. Annexure- Actions of the Directors 47 RRR Chambers - [email protected]

48. Annexure A - General Business Items 48 RRR Chambers - [email protected]

49. Annexure A - Specific Items 49 RRR Chambers - [email protected]

50. 50 Q. WHICH OF THE FOLLOWING IS A CORPORATE ACTION? OPTIONS: Issue of Securities b. Amalgamation and Merger c. Take Over d. All of the Above e. None of the Above CORPORATE ACTIONS RRR Chambers - [email protected]

51. Annexure A – Corporate Actions 51 RRR Chambers - [email protected]

52. 52 Q. WHICH OF THE FOLLOWING IS A CORPORATE ACTION? OPTIONS: Issue of Securities b. Amalgamation and Merger c. Take Over d. All of the Above e. None of the Above CORPORATE ACTIONS A. (d) All of the Above RRR Chambers - [email protected]

53. Annexure A – Listed Company 53 RRR Chambers - [email protected]

54. ANNEXURE B - ITEMS WHICH SHALL BE PLACED BEFORE THE BOARD AT ITS FIRST MEETING 54 RRR Chambers - [email protected]

55. ANNEXURE B - ITEMS WHICH SHALL BE PLACED BEFORE THE BOARD AT ITS FIRST MEETING 55 RRR Chambers - [email protected]

56. ANNEXURE B - ITEMS WHICH SHALL BE PLACED BEFORE THE BOARD AT ITS FIRST MEETING 56 RRR Chambers - [email protected]

57. 57 MEETING OF INDEPENDENT DIRECTORS

58. 2.3 MEETING OF INDEPENDENT DIRECTOR 58 RRR Chambers - [email protected]

59. 59 3 QUORUM

60. 60 WHAT SHOULD BE THE QUORUM OF MEETING BEGINNING AND DURING THE MEETING DIRECTORS? SS – CLAUSE 3 QUORUM RRR Chambers - [email protected]

61. 61 OPTIONS: 1/3 of total strength b. At least 2 directors c. Both (a) and (b) d. (a) or (b) which ever is higher SS – CLAUSE 3 QUORUM RRR Chambers - [email protected]

62. 3 QUORUM 62 Directors participating in a Meeting through Electronic Mode shall be counted for the purpose of Quorum. The Quorum for a Meeting of the Board shall be 1/3 rd of the total strength of the Board, or 2 Directors, whichever is higher. If Interested directors exceeds or is equal to two thirds , not interested directors shall form the quorum. Any Director participating through Electronic Mode in respect of restricted items with the express permission of the Chairman, shall however, neither be entitled to vote nor be counted for the purpose of Quorum in respect of such restricted items. QUORUM shall be present throughout the Meeting i.e. it must be present not only at the time of commencement of the Meeting but also while Transacting Business. Meeting of the Board could not be held for want of quorum, the meeting shall automatically stand adjourned to the same day at the same time and place in the next week . If that day is a national holiday, till the next succeeding day, which is not a national holiday, at the same time and place. If at the adjourned meeting also the quorum is not present, the meeting shall stand cancelled. RRR Chambers - [email protected]

63. 63 Q. WHAT SHOULD BE THE QUORUM OF MEETING BEGINNING AND DURING THE MEETING DIRECTORS? OPTIONS: 1/3 of total strength b. At least 2 directors c. Both (a) and (b) d. (a) or (b) which ever is higher A. (d), (a) or (b) which ever is higher SS – CLAUSE 3 QUORUM – INTERESTED DIRECTOR RRR Chambers - [email protected]

64. 64 WHO CAN BECOME CHAIRPERSON OF MEETING? SS – CLAUSE 5 CHAIRMAN RRR Chambers - [email protected]

65. 65 OPTIONS: Any Director of meeting b. Any member of meeting c. Executive Director d. Non-Executive Director SS – CLAUSE 5 CHAIRMAN RRR Chambers - [email protected]

66. 66 RRR Chambers - [email protected]

67. 5. CHAIRMAN 67 Unless otherwise provided in the Articles, in case of an equality of votes, the Chairman shall have a second or casting vote . RRR Chambers - [email protected]

68. DUTY OF CHAIRMAN 68 RRR Chambers - [email protected]

69. 69 Q. WHO CAN BECOME CHAIRPERSON OF MEETING? OPTIONS: Any Director of meeting b. Any member of meeting c. Executive Director d. Non-Executive Director A. (a) Any Director of meeting SS – CLAUSE 5 DUTY OF CHAIRMAN RRR Chambers - [email protected]

70. 70 PASSING OF RESOLUTION BY CIRCULATION DO YOU KNOW HOW THE RESOLUTION BY CIRCULATION IS PASSED? RRR Chambers - [email protected]

71. 71 RRR Chambers - [email protected]

72. 6. PASSING OF RESOLUTION BY CIRCULATION 72 The draft Resolution to be passed by circulation and the necessary papers should be circulated by hand, or by post, or by facsimile, or by e-mail or by any other electronic mode. The Resolution should be deemed to have been passed on the date on which it is signed and dated as approved by all the Directors then in India, being not less than the Quorum, or on the date on which it is approved by the majority of the Directors entitled to vote on the Resolution, whichever is earlier. Resolutions sent for passing by circulation should be noted along with the decision thereof, at the next Meeting of the Board or Committee, as the case may be, and recorded in the Minutes of such Meeting. A Resolution proposed to be passed by circulation should be sent in draft, together with the necessary papers, individually to all the Directors or, in the case of a Committee, to all the members of the Committee. RRR Chambers - [email protected]

73. 73 IS ATTENDANCE REQUIRED FOR DIRECTORS? RRR Chambers - [email protected]

74. Attendance Register 74 RRR Chambers - [email protected]

75. 75 RRR Chambers - [email protected]

76. 76 Q. WHAT IS THE PERIOD FOR MAINTAINING THE MINUTES? OPTIONS: 3 YEARS b. 8 YEARS c. Permanently d. At the Option of the Directors MINUTES RRR Chambers - [email protected]

77. 7. MINUTES 77 A Company may maintain its Minutes in physical or electronic form with Timestamp . Minutes shall be recorded in books maintained for that purpose. A distinct Minutes Book shall be maintained for Meetings of Board and Each of it’s Committee’s. Minutes may be maintained in electronic form in such manner as prescribed under the act and as may be decided by the Board. Minutes in electronic form shall be maintained with timestamp. The pages of the Minutes shall be consecutively numbered. Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner. RRR Chambers - [email protected]

78. 7.2 CONTENTS OF MINUTES 78 In case a meeting is adjourned , the Minutes shall be entered in respect of the original Meeting as well as the adjourned meeting . In respect of a meeting convened but adjourned for want of quorum, a statement to that effect shall be recorded by the Chairman or any Director present at the Meeting in the Minutes. RRR Chambers - [email protected]

79. The names of the Directors shall be listed in alphabetical order or in any other logical manner, but in either case starting with the name of the person in Chair. The capacity in which an Invitee attends the Meeting and where applicable, the name of the entity such Invitee represents and the relation, if any, of that entity to the company shall also be recorded . 7.2 CONTENTS OF MINUTES 79 RRR Chambers - [email protected]

80. 7.3 RECORDING OF MINUTES 80 RRR Chambers - [email protected]

81. 7.4 FINALISATION OF MINUTES 81 RRR Chambers - [email protected]

82. 7.5 ENTRY IN MINUTES BOOK 82 RRR Chambers - [email protected]

83. 7.6 SIGNING & DATING OF MINUTES 83 Signed & Dated By the Chairman of the Meeting before next meeting is held & By the Chairman of the next meeting at the next meeting. If the Minutes are maintained in Electronic form the same must be signed by the Chairman Digitally. Minutes once signed by the Chairman, shall not be altered. Any blank space in a page between the conclusion of the Minutes and signature of the Chairman shall be scored out . A copy of the signed Minutes certified by the Company Secretary or where there is no Company Secretary, by any Director authorized by the Board shall be circulated to all Directors within 15 days after these are signed . RRR Chambers - [email protected]

84. 84 Q. WHO CAN INPECT THE MINUTES? OPTIONS: Present Director b. Past Director c. Both d. All times Present Director, Sometimes Past Director MINUTES RRR Chambers - [email protected]

85. The Minutes of Meetings of Board & any Committee thereof can be inspected by the Directors . 85 A Director is entitled to inspect the Minutes of the meetings held during the period of his Directorship A Member of the company is not entitled to inspect the minutes of meetings of Board . Company Secretary in Practice appointed by the Company, Secretarial Auditor, Statutory Auditor, Cost Auditor or the Internal Auditor of the company can also inspect the minutes. A Director is entitled to inspect the Minutes of the meetings held during the period of his Directorship, even after he ceases to be a Director . 7.7 INSPECTION & EXTRACTS OF MINUTES RRR Chambers - [email protected]

86. 8 PRESERVATION OF MINUTES & OTHER RECORDS 86 Office copies of Notices, Agenda, Notes on Agenda and other related papers of the Transferor Company, as handed over to the Transferee Company, shall be preserved in good order in Physical or electronic form for as long as they remain current or for 8 financial years, whichever is later and may be destroyed thereafter with the approval of the Board and permission of the Central Government , where applicable. RRR Chambers - [email protected]

87. 87 Q. WHAT IS THE PERIOD FOR MAINTAINING THE MINUTES? OPTIONS: 3 YEARS b. 8 YEARS c. Permanently d. At the Option of the Directors MINUTES A. (c) Permanently RRR Chambers - [email protected]

88. 88 Q. WHO CAN INPECT THE MINUTES? OPTIONS: Present Director b. Past Director c. Both d. All times Present Director, Sometimes Past Director MINUTES A. (d) All times Present Director, Sometimes Past director RRR Chambers - [email protected]

89. 89 9.1 The Balance Sheet of the Company shall disclose the aggregate amount of Dividend proposed to be distributed to equity and preference shareholders for the financial year and the related amount of Dividend per share. Arrears of fixed cumulative dividend on preference shares shall also be disclosed separately. 9.2 The Balance Sheet of the company shall also disclose under the head ‘ Current Liabilities and Provisions ’, the amount lying in the Unpaid Dividend Account together with interest accrued thereon, if any. 9.3 The amount of interim dividend, if any, paid during the financial year and final Dividend recommended by the Board of directors shall be disclosed in the Board’s Report. 9.4 The Annual Report of the company shall disclose the total amount lying in the Unpaid Dividend Account of the company in respect of the last seven years. The amount of Dividend, if any, transferred by the company to the Investor Education and Protection Fund during the year shall also be disclosed. 9. Disclosure RRR Chambers - [email protected]

90. S– 2 GENERAL MEETINGS 90 RRR Chambers - [email protected]

91. Overall Coverage of General Meetings with Standards 91 Annual General Meetings Report Director’s and Auditor’s Presence RRR Chambers - [email protected]

92. 92 RRR Chambers - [email protected]

93. 1 CONVENING OF MEETING 93 A general meeting shall be convened by or on the authority of the board. If the board fails to convene the members may approach the prescribed authority to convene the meeting . The board may also, whenever it deems fit, call an extra-ordinary general meeting of the company on the requisition of the members who hold, as on the date of the receipt of a valid requisition prescribed voting rights. If, the board, fails to call such meeting within the prescribed time limit, the requisitionists may themselves call and hold the meeting. RRR Chambers - [email protected]

94. AUTHORITY TO CONVENE ANNUAL GENERAL MEETING 94 THE BOARD EVERY YEAR To transact items of Ordinary Business As well as Special Business On Failure to call, Member may approach Authority RRR Chambers - [email protected]

95. Notice 95 RRR Chambers - [email protected]

96. Mode of Sending Notice 96 RRR Chambers - [email protected]

97. ROUTE MAP & LANDMARK The Secretarial Standards laid down the inclusion of Route Map and Landmark to also be provided by the Companies in the Notice for the benefit and convenience of the shareholders. 97 RRR Chambers - [email protected]

98. Explanatory Statements 98 RRR Chambers - [email protected]

99. 99 RRR Chambers - [email protected]