'Every company is required to observe Secretarial Standard-1 (SS-1)'. Comment and illustrate the class of companies which are exempted to observe SS-1.
CS Professional · Drafting, Pleadings and Appearances · PYQS · December 2022
'Every company is required to observe Secretarial Standard-1 (SS-1)'. Comment and illustrate the class of companies which are exempted to observe SS-1.
Answer & Explanation:
In terms of Section 118(10) of the Companies Act 2013 (the Act), every company shall observe Secretarial Standards with respect to Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980, and approved as such by the Central Government. Secretarial Standard-I (SS-I) has been issued by the Institute of Company Secretaries of India for Board Meetings. The revised SS-I is effective from 1st October, 2017. The following class of companies are exempted to observe SS-1: In case of Section 8 company - the section shall not apply as a whole except that minutes may be recorded within thirty days of the conclusion of every meeting in case of companies where the articles of association provide for confirmation of minutes by circulation - Notification dated 5th June, 2015. Section 118(10) of the Companies Act, 2013 does not apply in case of Specified IFSC Public and Private Company by virtue of Notification(s) Dated 4th January, 2017. Secretarial Standard 1 is not applicable in case of One Person Company (OPC) in which there is only one Director on its Board. Applicability of SS-1 to Meetings of the Committees SS-1 is also applicable to the Meetings of Committee(s) of the Board constituted in compliance with the requirements of the Companies Act, 2013. The Act provides for the constitution of mandatory committees of the Board based on the certain thresholds, which includes: Audit Committee Nomination and Remuneration Committee Corporate Social Responsibility (CSR) Committee Stakeholders Relationship Committee In case any other committee of the Board is constituted voluntarily or pursuant to any other statute or regulations etc. the company may comply with SS-1 with respect to meetings of such committee(s) as a good governance practice.
Topics: Corporate Secretarial Practice
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