Tuesday, 11 August 2015

Decoding Secretarial Standards – Preservation, Records, Report and Disclosures

In this post, I will discuss Secretarial Standards related to Preservation, Records, Report and Disclosures under SS – 1 and SS – 2.
Minutes of all Meetings shall be preserved permanently in physical or in electronic form with Timestamp. [Paragraph 8.1 of SS – 1 and Paragraph 18.1 of SS – 2]
Where, under a scheme of arrangement, a company has been merged or amalgamated with another company, Minutes of all Meetings of the transferor company, as handed over to the transferee company, shall be preserved permanently by the transferee company, notwithstanding that the transferor company might have been dissolved. [Background Paragraph 1 after Paragraph 8.1 of SS – 1 and Paragraph 18.1 of SS – 2]
Office copies of Notices, Agenda, Notes on Agenda and other related papers shall be preserved in good order in physical or in electronic form for as long as they remain current or for eight financial years, whichever is later and may be destroyed thereafter with the approval of the Board. [Paragraph 8.1 of SS – 2 and Paragraph 18.2 of SS – 2]
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 eight financial years, whichever is later and may be destroyed thereafter with the approval of the Board and permission of the Central Government, where applicable. [Background Paragraph 1 after Paragraph 8.2 of SS – 1 and Paragraph 18.2 of SS – 2]
ADVERTISEMENT
Minutes Books shall be kept in the custody of the Company Secretary. [Paragraph 8.3 of SS – 1 and Paragraph 18.3 of SS – 2]
Where there is no Company Secretary, Minutes shall be kept in the custody of any Director duly authorised for the purpose by the Board. [Background Paragraph 1 after Paragraph 8.3 of SS – 1 and Paragraph 18.3 of SS – 2]
Report on Annual General Meeting:
Every listed company shall prepare a report on Annual General Meeting in the prescribed form, including a confirmation that the Meeting was convened, held and conducted as per the provisions of the Act. [Paragraph 19 of SS – 2]
Such report which shall be a fair and correct summary of the proceedings of the Meeting shall contain:
(a) the day, date, time and venue of the Annual General Meeting;
(b) confirmation with respect to appointment of Chairman of the Meeting;
(c) number of Members attending the Meeting;
(d) confirmation of Quorum;
(e) confirmation with respect to compliance of the Act and Standards with respect to calling, convening and conducting the Meeting;
(f) business transacted at the Meeting and result thereof with a brief summary of the discussions;
(g) particulars with respect to any adjournment, postponement of Meeting, change in venue; and
(h) any other points relevant for inclusion in the report. [Background Paragraph 1 after Paragraph 19 of SS – 2]
It shall be signed and dated by the Chairman of the Meeting or in case of his inability to sign, by any two Directors of the company, one of whom shall be the Managing Director, if there is one and Company Secretary. [Background Paragraph 2 after Paragraph 19 of SS – 2]
Such report shall be filed with the Registrar of Companies within thirty days of the conclusion of the Annual General Meeting. [Background Paragraph 3 after Paragraph 19 of SS – 2]
Disclosures:
The Annual Return of a company shall disclose the date of Annual General Meeting held during the financial year. [Paragraph 20 of SS – 2]
The Annual Report and Annual Return of a company shall disclose the number and dates of Meetings of the Board and Committees held during the financial year indicating the number of Meetings attended by each Director. [Paragraph 9 of SS – 1]

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