Secretarial Standard 1: Meetings of The Board of Directors

Secretarial Standard 1 is issued by the Institute of Company Secretaries of India (ICSI) pursuant to the Meeting of the Board of Directors section of the Companies Act, 2013. The secretarial standard was introduced by the ICSI in the year 2000 for reducing the ambiguity in the law in its practice. It helps in improving the compliance level of the company. 

The Secretarial Standard has made changes in the role of Company Secretary. The role of the Company Secretary has made effective, organized, and widened the scope in the terms of corporate governance. 

What is the scope of Secretarial Standard 1?

This Secretarial Standard is applicable on:

• Meetings of the Board of Directors
• Meetings of Committees of the Board.

Non- Applicable on:

• The one-person company having one director on its board.
• Section 8 companies
• Companies exempted by the Central government through notification like IFSC Public Company, etc. 

Secretarial Standards conforms with the provision of the Act. Whenever there are changes or amendments to the act, the standard becomes inconsistent with the act, then the provision of the act will prevail over the standard.

Guidance Note on Secretarial Standard 1 by ICSI

SS-1 prescribes a set of principles for conducting Board Meeting and matters related thereto. The guidance note explains the practical aspects of the provisions contained in SS-1 to make proper compliance with the law. The following are the key points given by the Institute at the Meeting of the Board of Directors: -

1. Notice 

•  Issuance of Notice
• Serial number
• Content of notice about its participation of directors
• Time Period for sending the notice 
• Time Period for sending the agenda
• National holiday
• Day, time, and venue of the meeting

2. Frequency of meetings

• Meeting of the Board
• Meeting of Independent director as per Secretarial standard 1

3. Quorum

• Quorum present in the meeting
• Interested director
• Counted in Quorum
• Quorum of the board meeting

4. Attendance register

• Attendance
• Preservation period
• Place of register
• Custody

5. Chairman

6. Minutes

• Minutes
• Serial number
• Draft minutes
• Final minutes
• Signing of minutes
• Inspection and extract of minutes

These are the points on which Secretarial standard1 on board meetings simplified issued by ICSI for making it good corporate compliance on time. The guidance provided is voluntary in nature. 

The adoption of Secretarial Standards gives the corporates the quality of secretarial practices being followed by them. The company secretary is responsible to adapt the secretarial standards to the company. 

The importance of the position of Company Secretary has been derived as Key Managerial personnel of the company. If any default arises in complying with a section of the meetings of companies act, 2013 the company shall be liable for a penalty of Rs. Twenty-five thousand and where the officer of the company, if any is in default shall be liable to a penalty of Rs. Five thousand. 

Secretarial Standard 1 Checklist for Compliance of The Law.

• One Board meeting for every calendar quarter with not more than 120 days gap in between
• Notice and agenda for the Board meeting shall be given at least seven days before the meeting.
• Notice can be served by hand or by other means such as speed post, or electronic means.
• The meeting shall have a serial number.
• Companies have to maintain the proof of delivery of notice and agenda.
• Minutes can be maintained in electronic form with Timestamp.
• A separate attendance register is required to be maintained for Board meetings and committee meetings
• As per Secretarial Standard 1, where Board meeting as called on shorter notice:
• Where independent directors are on the board:

At least one independent director shall be present at the meeting, if no independent director is present, decisions taken at such meeting shall be circulated to all the directors and shall be final only on ratification of at least one independent director.

• Where there are no independent directors:

The decision shall be final only if the majority approves it.

9. Circular Resolution: If 1/3rd of directors requires passing a circular resolution at an actual board meeting, then the same shall be passed in such a manner.

• the draft minutes certified by CS or any director thereof shall be circulated within 15 days of the meeting of the board,
• Any changes in the minutes made only by way of express approval of the board at its subsequent meeting.

Secretarial Standard 1 Latest Amendment

Earlier the Secretarial Standard1 is applicable to all companies incorporated except:

• A one-person company has only one director on its board.

After Revision of the Secretarial Standard is applicable to all companies except

• A one-person company has only one director on its board.
• Section 8 companies
• Note: Section 8 companies need to comply with the provisions applicable to the activities relating to the board meetings. 
• Secretarial Standard 1 gives the classes of companies that are exempted by the Central government through notification like IFSC Public company, IFSC Private company.

Secretarial Standard-2 ICSI

This standard is applicable to all types of general meetings of all companies except person company and Section 8 companies. SS-2 is also applicable to Meetings of debenture-holders, Meetings of Creditors, and meetings of members or classes of members under the directions of the Court of NCLT or CLB. The Secretarial Standard 1 and 2 are revised by the Institute for practical application of best secretarial practices.

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