S Limited is a newly incorporated public limited company. The board of directors of the company has no specific clarity regarding the various issues of Secretarial Standards (SS 1). The Board appointed Mr. P, FCS as a co

CS Professional · Governance, Risk Management, Compliances and Ethics · PYQS · December 2023
S Limited is a newly incorporated public limited company. The board of directors of the company has no specific clarity regarding the various issues of Secretarial Standards (SS 1). The Board appointed Mr. P, FCS as a company secretary of the company. The board wants to know from him in relation to the following matters : (i) What are the corporate actions which shall not be passed by circulation and shall be placed before the board meetings as per the guidelines of SS1 ?

Answer & Explanation:

As per Secretarial Standards on Board Meetings (SS-1) which in Annexure A gives an Illustrative list of items of business which shall not be passed by circulation and shall be placed before the Board at its Meeting, the following corporate actions shall not be passed by circulation and shall be passed be placed before a board meeting. Authorise Buy-Back of securities. Issue of securities, including debentures, whether in or outside India. Approving amalgamation, merger or reconstruction. Diversify the business. Takeover another company or acquiring controlling or substantial stake in another company.

Topics: Secretarial Standards (SS-1)

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