ICSI released Revised Secretarial Standards on Meeting of Board of Directors

The Institute of Company Secretaries of India (ICSI) has released the Revised Secretarial Standards on the Meeting of the Board of Directors under section 118 (10) of the Companies Act 2013.

Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) were made applicable from 1st July 2015 and revised versions thereof were made applicable from 1st October 2017 (“Existing version”).

Given the legal amendments, the ICSI updated SS-1 and SS-2 to put them in line with the provisions of the Companies Act, 2013 and the Rules issued thereunder (“the Act”).

The ICSI is pleased to announce that the approval of the Central Government for specification of the Revised SS-1 and SS-2 under Section 118(10) of the Act was accorded vide Ministry of Corporate Affairs (MCA) letter dated 2nd January 2024.

The Revised SS-1 and SS-2 shall be effective from 1st April 2024.

The following is the text of the Secretarial Standard-1 (SS-1) on “Meetings of the Board of Directors”, issued by the Council of the Institute of Company Secretaries of India and approved by the Central Government.

Adherence by a company to this Secretarial Standard is mandatory, as per the provisions of the Companies Act, 2013.

Introduction

This Standard prescribes a set of principles for convening and conducting Meetings of the Board of Directors and matters related thereto.

Scope

This Standard applies to Board of Directors meetings of all companies incorporated under the Act, with the exception of One Person Companies (OPCs), which have only one Director on their Board and are registered under Section 8 of the Companies Act, 2013 or corresponding provisions of any previous enactment thereof.

However, companies registered under Section 8 of the Companies Act, 2013 need to comply with the applicable provisions of the Act relating to Board Meetings.

The above-mentioned exemption for a company registered under Section 8 of the Companies Act, 2013, as well as the specific exemptions granted to a private company in this Standard, are only available if it has not failed to file its Financial Statements or Annual Return with the Registrar of Companies.

The concepts outlined in this Standard for Board of Directors Meetings also apply to Board Committee(s) Meetings, unless otherwise indicated or specified by any other applicable Guidelines, Rules, or Regulations.

This Standard is consistent with the provisions of the Act. However, if a specific Standard or any portion of it becomes incompatible with the Act as a result of subsequent amendments to the Act, the Act’s provisions will take precedence.

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