Additional Compliances of Secretarial Standard

Some of the additional compliances required under mandatory SS-1 and SS-2 by all companies except OPC:

For Board meetings:

1. Each meeting of Board and also each resolution (including resolution by circulation) will carry a serial number. 

2. Chairman or MD or WTD or non-interested director to first decide whether approval of Board is to be obtained by resolution by circulation.

3. Draft minutes to be circulated to all directors within 15 days of conclusion of the meeting for comments.

4. Copy of signed minutes certified by CS/director to be circulated to all directors within 15 days after the same are signed.

5. At least 7 days notice is required for convening the meeting. In case of shorter notice decision will be final only on ratification by independent director or in his absence by majority of directors. 

6. Any director may convene meeting of the Board. CS or where there is no CS, a person authorized by the Board on the requisition of a director shall convene Board meeting.

7. Attendance register for Board meeting to be maintained. CS or Chairman to authenticate entries in attendance register. 

8. Office copies of notices, agenda, notes and related papers to be preserved in physical or electronic form for as long as they remain current or for 8 financial years, whichever is later.

For General Meetings of Members:

1. If any director is unable to attend the meeting, the Chairman to explain such absence in meeting. 

2. Notice shall also be sent to Secretarial auditor who will also attend meeting.
3. In case of remuneration of directors, additional information to be given in explanatory statement (e.g. other directorships, qualification, experience, shareholding etc.)

4. Chairman to explain objective and implication of resolution before they are put to vote at the meeting.

5. Adverse remarks of statutory auditors and secretarial auditor to be read at the meeting.

6. Time of commencement and conclusion of the meeting to be given.

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