The Institute of Company Secretaries of India issued clarification and guidance on applicability of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) dated 15.04.2020 that the relaxation granted by the Central Government for compliance of provisions of Board and General meetings under the Companies Act 2013 will automatically apply to Secretarial Standards as the case may be and the relaxed provision of the Act will prevail to the extent applicable in terms of enforceability.
The Section 118 of the Companies Act 2013 provides mandatory observance of SS-1 and SS-2. The provision of the section states that the companies need to maintain minutes of the meeting in the prescribed manner. The guidance provided by the Institute are as follows:
- In respect to SS-2 wherever the notice for general meeting is required to be send by physical modes or for e-voting and postal ballots in compliance to the circular issued dated 08.04.2020 and 13.04.2020 by the Ministry of Corporate Affairs it would be sufficient if such notices are sent through e-mail to the registered members.
- According to the circular dated 08.04.2020 the Extra-ordinary meetings can take place vide video conferencing thus the requirement of SS-2 to mention route map is not necessary to be mentioned in the notice of the meeting if meeting is conducted in accordance to abovementioned circular.
- In respect to SS-2 wherever inspection of documents in context of the general meeting is required, such documents will be made available for inspection vide e-mode as per the guidelines for such inspection.
- The requirement of attendance slips, and Proxy form is not applicable if the meeting is conducted in accordance to the circular issued by the Ministry dated 08.04.2020.
- The extra ordinary meeting conducted vide video conferencing or other audio-visual means, the process of voting by show of hands should be done in accordance to the circular issued by the Ministry dated 08.04.2020 and 13.04.2020.
- The company may not be able to record/print the final minutes in the minute book maintained for this purpose at the registered office of the company and get the same signed physically by the chairman. In such cases the company shall record and acknowledge/sign the minutes digitally by the chairman which shall later be recorded in physical form once the normalcy resumes.
Further, the institute clarifies that the secretariat standards would be complied in accordance to the circular issued by the Ministry of Corporate Affairs dated 08.04.2020 and 13.04.2020. These arrangements are made for easement of compliance by the stakeholder amid the lockdown prevailing in the country due to COVID-19.