Notes on Secretarial Standards

The Secretarial Standard 1 seeks to prescribe a set of principles for convening and conduct of Board Meetings. The principles enunciated in this Standard are equally applicable to the meetings of Committees, unless otherwise stated herein or in the Act. The Directors owe a duty to the shareholders and should exercise care, skill and diligence in the discharge of their functions and in the exercise of the powers vested in them. All the powers vested to the Directors are exercised collectively.

Briefly, the Secretarial Standard 1 provides for the following, amongst others:

SS-1 “Standard on Meetings of the Board of Directors”

Effective Date	1st July, 2015.
Applicability	To all Companies Incorporated under the Act except One Person Company. It also applies to various Committee(s) of the Board. The provision of the Act prevails over Secretarial Standard.
National Holiday	26th January, 15th August, 2nd October and such other day as may be declared as National Holiday by the Central Government.
Authority to Convene a Meeting	By any Director or Company Secretary or any person authorized by the Board, in consultation with: Preference to Chairman then Managing Director and then Wholetime Director.
Mode of Meeting	Physical or Electronic, if company provides such facility. Electronic meeting (either of Board or of Committee) is not allowed for, unless expressly permitted by the Chairman for : Approval of Annual Financial Statement; Board’s Report; Prospectus; Matters relating to Amalgamation, Merger, Demerger, Acquisition and Takeover.
Notice	Notice is to serve by way of any physical or electronic mode at the address (physical address or electronic address) provided by the Director to the Company or at such address as it appears in DIN. To be given atleast 7 days before the date of the Meeting. In case of physical mode, 2 more days needs to be added for service of document. Articles may prescribe such longer period for service of Notice.
Agenda	Agenda and Notes to Agenda should be provided at atleast 7 days before the date of the Meeting either in physical mode or electronic mode. In case of physical mode by way of post or courier, 2 more days needs to be added for service of document. In case of UPSI, it may be given at a shorter period of time, with the consent of a majority of Director which should include atleast one Independent Director, if any. UPSI means as defined under Insider Trading Regulations, 2015.
Shorter Notice Consent	General Consent for issuing notice on Shorter period should be taken either in first Board Meeting in each financial year or consent should be taken before meeting and recorded in the Minutes.
Item other than Agenda Item	Other than Agenda Item should be considered with the permission of the Chairman AND with the consent of majority of Directors present at the meeting which should include atleast one Independent Director, if any.
Frequency of Meetings	Meeting should be conducted atleast once in every calendar quarter subject to maximum time gap of 120 days between two consecutive meetings. Exception is available for OPC, Small Company and Dormant Company which can conduct one meeting of Board of Directors in every calendar half year with not less than 90 days of time gap between two consecutive meetings.
Quorum	It shall be 1/3rd of total strength or 2 Directors, whichever is higher. Any fraction in calculating above 1/3rd strength should be rounded off to next one. Minimum quorum should be present (ie. either 1/3rd or 2) for each item to be transacted. Quorum should be present throughout the meeting. For want of quorum, if the meeting gets adjourned, its stand to be adjourned to the same day, time and place in next week and in case that day is National Holiday, then the next day to such National Holiday is to be considered. The meeting stands cancel in case on adjourned day also the quorum is not present. This is also applicable to Committee Meeting.
Attendance	Every Director, Invitee, Conveyor or any other person attending the meeting should sign the attendance register if he/she presents in person. In case of electronic presence, Chairman or Company Secretary shall record his/her presence. Entries made to the attendance register should be authenticated by the Company Secretary, if any or the Chairman by appending his/her signature. This register needs to be preserved for a minimum of 8 years. Every Director should attend atleast one meeting of the Board during the financial year. In case he/she remains absence in all meeting during the relevant year, the office of said Director shall become vacant.
Circular Resolution	Draft of resolution which needs to be passed by way of circular should be sent to all the Directors either by Physical mode or Electronic mode with relevant supporting documents. The Directors should provide their ascent or dissent within 7 days (maximum limit). In case the Director didn’t respond in any form, it shall be presumed that the Director has abstained from voting. If 1/3rd of the Directors wish the item to be transacted at a Meeting, the matter should be taken up in the next meeting. If majority of Directors entitled to vote has not approved or not voted in favour of the resolution, the resolution considered as not passed.
Minutes	The Company should follow uniform maintenance of minutes and any change in such form should be authorized by the Board. The minutes shall be maintained in physical or in electronic form with time and stamp. The minutes should record the Directors who dissent or abstain from voting on such resolution. The minutes should record the time of commencement and conclusion of the Meeting. The Board’s decision shall be recorded in the form of resolution if it is statutorily or otherwise required. The Board can record the decision in narrative form in other cases. The draft minutes should be circulated to all the members of the Board or Committee within 15 days of meeting. The concerned Director should provide their comments within 7 days of such circulation and after expiry of said 7 days, any comments from Directors should be considered at the discretion of the Chairman. The signed minutes should be circulated to the Board or Committee within 7 days of signing the Minutes. The Statutory Auditor, Cost Auditor, Secretarial Auditor or any other person appointed by the Board for statutory purpose can inspect the Minutes of the Meeting.  The minutes of the Meeting should be preserved permanently.

By, ACS Deep Vaghela.

You can contact me on +91-9913803369 or vagheladeep@gmail.com.

For more updates like facebook page Deep Advisory Services.

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Be Your Own Master

“If a person has the opportunity to lead an extraordinary life, he has no right to keep it to himself.”

It has been noticed that the average person talks to himself or herself about 50 times in a day and that self-talk about him or her is 90% on negative things. These mind talk creates a powerful effect on us and on our attitude. This called the psychological behavior which acts as a motivator within us. It actually affects our body control within us. If you are not careful on such things, it can kill you within your limit.

In this small article I try to focus on positivity within us and try to kill the negative act within us.

“BE YOUR OWN MASTER” where your thoughts have brought you with your present and future.

Take initiative to always roar like a lion of a jungle who always strive to win in any situation. Your silence, your thoughts, your gestures or your inner within empowers you to transform into a MASTER from MAID. The world always judges you on your winning and not on the path you have travelled. Your inner is the only source to encourage us to be confident on every path of your life.

“BE THE KOHINOOR OF YOUR LIFE” the way you polish yourself is the way you sale as a brand in the market. Your inner thoughts and value is the only ingredient that makes you the branded diamond. It’s just a master key to dealing with any kind of thoughts that come up in your golden head. You are the ultimate in charge of what you have to do and what not to do.

Just because you think it, it isn’t meaning a true. You should constantly question yourself whether by way of thought or action that what you are and where you want to be.

Even our body itself manages to separate the unwanted blood to run the muscular system properly. You have to block the negativity and talk back to build the great path of success and happiness.

This is the best way or rather the only way to heighten the positive thought within you and get rid of negativity in you.

If you think something is always going to happen or will never happen, you are doomed from the outset.

When you use the words like always, never, everyone, no one, every time and such other words are some signs of negativity in you.

Generally people focus on the bad and never on the good in a situation. When I was in a college, I used to tick mark important questions and the less important questions are always left out during the exam studies. Believe me it really won’t work during exam.

Here the critical component is the always or never asked questions in exams which ultimately not the truth.

Once in a job interview, interviewer asked me to tell one good thing that I have and applied in last six months. On the very first note, I get stumped. The next question was on similar lines to tell one bad thing that I have and face in last six months and I instantly replied. The crux stands that we keep on looking our weak points more frequently and sooner than on our strong or potential points. We need to focus on positivity of our own within.

If you plant beautiful and healthy thoughts into your mind you will reap a beautiful and healthy life. The positive thought will yield good results in the same way that negative thoughts yield bad results.

You cannot sow poison ivy and hope to reap apples. Seedtime and harvest are the laws we live by, you live what you think. That is why it is important to say the right things and sometimes we have to make a deliberate effort to do so through positive affirmations

A good exercise to build your potential is to write one 1 word on daily basis which makes you strong, stronger and strongest. It will create a good change in how you see yourself in front of the world.

There are many possible explanations for this question. But it’s only you who really evaluate yourself in any situation.

You should try to reach the total truth which you have to understand as a core principle rather than the mere negative imaginary thought. The principle is that part of you is trying to motivate and the rest of you to do something for your own good.

Try to spend a minimum of 1 minute on your positive thought and make sure to be very specific in what you want yourself to do. If you do it loud, do it with as much passion as possible.

“REMEMBER” that a player who complains about the bounce ball, is always dropped down earlier. You are what you Think.

By, ACS Deep Vaghela.

You can contact me on +91-9913803369 or vagheladeep@gmail.com.

For more updates like facebook page Deep Advisory Services.



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