Some important questions and answers prepared after ICSI webcast on Secretarial Standards-
1. 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??
Ans:- No as SS will be applicable w.e.f 01.07.2015
2. 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 Companies can pass board resolution in month of June & fix their new serial no. like 1 from beginning for Board meetings going to be held w.e.f 01.07.2015 as per secretarial Standard.
3) Who will be members in attendance & invitee?
Ans ;- Only CS & Directors will be members in attendance & rest will be considered as
4) Notice to be issued to whom?
Ans;- Notice will be served to every director in case of Board Meeting via hand delivery, mail, or by post but Co. must have proof of acknowledgement .
5) In case of sending notice by hand how one can keep its proof?
Ans- Co. has to maintain register & take signatures of director as an acknowledgement.
6) How SS can control mismanagement?
Ans :- Earlier some cos. never gave notice to some directors & later on removed them by giving reason that for 3 consecutive board meetings they have not attended board meeting but after SS applicability, Cos cannot do as they have to keep proof of delivery the notice.
7) 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
8) 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.
9) Can any item can be discussed which was not mentioned in Agenda of meeting?
Ans :- No firstly consent of majority of directors are required & if independent director is there then consent is required from him also.
10) Time period for keeping record of notice/agenda /resolutions ?
Ans :- 8 years
11) How can Minutes can be circulated under SS?
Ans ;- Draft minutes have to be circulated to all directors within 15 days of meeting then once it is signed then get it certified by CS else by any of the authorised directors & circulate signed minutes copy also to all the directors.
12) Is casting vote allowed under SS or not?
Ans :- Yes it is still allowed.
13) Can we conduct meeting on National Holiday?
Ans:- One cannot conduct meeting on national holiday.
14) What is Time stamp on minutes?
Ans :- It is new concept under which when we take print out of minutes it will show date & time of printing as we do in case of email but this is under process and very shortly ICSI will clarify exact meaning of time stamp.
Other Important Points
1. Even past or ceased directors can inspect minutes book
2. If chairman is interested then he has to leave meeting room as his interest is prevailing
3. Chairman will give objectivity of every resolution before passing it & it has to be mentioned in minutes book also about objectivity of resolution.
4. Even CS can conduct board meeting with request of any of director but with prior approval of Chairman
5. Notice along with agenda items, resolutions should be serial numbered
6. Meeting of independent directors can be conducted by CS.