Some important question answers prepared after Icsi webcast on Secretarial Standard;-
1st ques ;- If co. is giving notice in June month for its board meeting going to held in july so will SS be applicable for that meeting??
Answer:- No as SS will be applicable w.e.f 01.07.2015
2) ques ;- What is serial no. of board meeting?
Ans ;- Every co. has to give serial no. to their meeting but suppose if a Company is incorporated in the year 2000 & its not possible to calculate serial no. since incorporation as we do in Agm like 15th AGM of Co. then those Company can pass board resolution in month of June & fix their new serial no. like 1 from beginning for board meeting going to held w.e.f 01.07.2015 as per secretarial Standard
3) ques ;- Who will be members in attendance & invitee?
Ans ;- Only Cs & Directors will be members in attendance & rest will be considered as
invitee
Ques ;- Notice to whom?
Ans;- Notice will serve to every director in case of Board Meeting via hand, mail, or by post but Co. must have proof of acknowledgement .
Ques :- In case of sending notice via hand how one can keep its proof?
Ans ;- Co. has to maintain register & took sign of director as an acknowledgement.
Ques :- How SS controlled mismanagement;-
Ans :- Earlier some co. never give notice to some directors & later on remove them by giving reason that for 3 consecutive board meeting they have not attended board meeting but after SS applicability co. cannot do as they have to keep proof of delivery the notice.
Ques;- For F.Y 2014-15 is it mandatory to mention in secretarial audit report regarding compliances of Secretarial Standard ;-
Ans :- No it is mandatory from F.Y 2015-2016
Ques :- Presence of quorum in Meeting ??
Ans:- Quorum has to be present not only at time of commencement of meeting while at time of transacting business activities also.
Ques :- Any item can be discuss which was not mentioned in Agenda of meeting::-
Ans :- No firstly consent of majority of directors are required & if independent director is there then take consent from him also.
Que:- Time period for keeping record of notice/agenda /resolutions ?
Ans :- 8 years after that before destroying firstly pass board resolution & then destroy it.
Que :- How Minutes can be circulated under SS??
Ans ;- Firstly drafted minutes has to be circulated to all directors within 15 days of meeting then once it is signed then get it certified by CS if not there then any of authorise director & circulate signed minutes copy also to all the directors
Que :- is casting vote allowed under SS or not??
Ans :- Yes it is still allowed.
Ques;- Can we conduct meeting on National Holiday??
Ans:- One cannot conduct meeting on national holiday.
Que;- What is Time stamp on minutes??
Ans :- It is new concept under which when we took print out of minutes it will show date & time of printing as we do in case of email but this is under process very shortly Icsi will clarify exact meaning of time stamp.
Even past or ceased directors can inspect minutes book
If chairman is interested then he has to leave meeting room as his interest is prevailing
Chairman will give objectivity of every resolution before passing it & it has to be mentioned in minutes book also about objectivity of resolution.
Even Cs can conduct board meeting with request of any of director but with prior approval of Chairman
Notice along with agenda items, resolutions should be serial numbered
Resolution once proposed cannot withdraw or modify later on except in case of typing/clerical or grammatical error.
Meeting of independent directors can be conduct by CS.
These are some imp points about Secretarial Standard going to implement w.e.f 01.07.2015.
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