The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standards SS-1 (Board Meetings) and SS-2 (General Meetings). These standards are mandatory for all companies, and non-compliance attracts penalties.
SS-1: Board Meetings
SS-1 covers:
- The frequency of board meetings
- The notice and agenda
- The quorum
- The conduct of the meeting
- The minutes
- The disclosure of interest by directors
SS-2: General Meetings
SS-2 covers:
- The notice of the general meeting
- The explanatory statement
- The quorum
- The chairperson
- The voting and proxy
- The minutes
The mandatory compliance
The standards are mandatory under Section 118(10) of the Companies Act, 2013. A company must comply with the standards for every board meeting and general meeting. The company must maintain the minutes in the prescribed format and within the prescribed time.
The penalties
Non-compliance with the standards attracts a penalty of ₹25,000 on the company and ₹5,000 on every officer in default. The penalty is adjudicated under Section 454.
The practical points
The company should follow the standards for every meeting. The notice and the agenda should be prepared in advance. The minutes should be recorded and signed within 30 days. The company should maintain the records of the meetings and the compliance.
Call to Action: We advise companies on Secretarial Standards compliance, board and general meeting records. For a secretarial standards review, contact office@anujdesaiassociates.com, Ph No. 9619456656, Website https://anujdesaiassociates.com, LinkedIn linkedin.com/in/ca-anuj-desai-122547230.