Secretarial Standard as per Revised SS-1 issued by ICSI (effective from 01.10.17)
| SS-1 No. | SS-1 requirement | Existing practice | Suggestion |
| 1.3.1 | Notice to be given to every member by hand or speed post or registered post or e-mail or other electronic means | Notice is given by e-mail and courier | As per revised SS-1, courier is no more recognised as valid mode of delivery of notice.
We may consider to change mode of delivery from courier to speed post |
| Proof of sending notice and its delivery shall be maintained for atleast 3 years | Proper records may be maintained w.r.t to sending of notices and its delivery | ||
| 1.3.2 | Notice shall be issued by Secretary and where there is no secretary, any director or person authorised by the Board | Secretary issues the notice | |
| 1.3.3 | Notice shall specify the serial number, day, date, time and full address of the venue | Notice contains all details as per SS-1 | |
| 1.3.4 | Notice shall inform the members about the option available to them to participate through electronic mode and
shall contain contact no. or email address of Chairman or Secretary to whom member can confirm in this regard. |
We provide such facility to the members but does not mention in the Notice itself.
Currently, contact no. or email address is not mentioned in the notice |
A line in the notice mentioning the availability of such option may be included alongwith the contact no. or email address of Secretary or Chairman in this regard |
| 1.3.6 | Notice shall be given atleast 10 days in advance | Mostly given 10 days prior to meeting. | |
| 1.3.7 | Proof of sending agenda and its delivery must be maintained for atleast 3 years | Proper records can be maintained w.r.t to sending of agenda and its delivery | |
| Supplementary notes on any agenda shall be taken up only with the permission of the Chairman and with the consent of the majority of members present in the Meeting | |||
| 1.3.8 | Any item which requires approval of the Board shall be supported by note setting out details of proposal, relevant facts that enable director to understand meaning and scope of the proposal. | All items that require approval are supported by detailed note on it. | |
| 1.3.10 | Any item not included in the agenda may be taken up with the permission of the Chairman and the consent of the majority of members present at such meeting | In earlier SS-1, only permission of Chairman was required. As per revised SS-1, permission of Chairman and consent of majority members is must. | |
| 1.3.11 | To transact urgent business, notice may be given at a shorter period of time provided the fact of calling a meeting at shorter notice shall be stated in the notice | To ensure that where meeting is called at shorter notice such fact is mentioned in the notice. | |
| 2.1 | Maximum interval between two consecutive meeting shall not exceed 120 days | To ensure that meeting are convened in such a manner that the time interval of 120 days is not exceeded. | |
| 3.2 | Interested member shall neither be reckoned for Quorum nor be entitled to participate in respect of item in which he is interested. He can participate once he has made disclosure about his interest | To take disclosure from the member about his interest in item in which he is interested. | |
| 4.1.1 | Pages of attendance register of Board and committee meeting must be serially numbered | Page numbers are not mentioned in the attendance register | Numbering of pages of attendance register may be done. |
| 4.1.2 | Attendance register must contain:
· Serial no. and date of the meeting · name of the committee meeting place and time of the meeting · name and signature of members, Secretary and invitee(s), if any |
Only name and signature of members are present in the Attendance register | Name and signature of Secretary and Invitee, if any, may be mentioned. |
| 4.1.3 | Attendance register shall deemed to be have been signed by the member participating through electronic mode if it is authenticated by Secretary and such fact is also recorded in the minutes. | ||
| 4.1.6 | Attendance register shall be preserved for a period of 8 years | ||
| 4.2 | Leave of absence shall be granted only when a request is communicated to the Secretary or the Chairman | ||
| 6.2.3 | Each item which is proposed to passed by circulation must be supported by note setting out details and material fact which enable the members to take informed decision. | ||
| 6.3.1 | A resolution proposed to be passed by circulation deemed to be approved when it is passed by the majority of members | A resolution by circulation is deemed to be approved when it is approved by the majority of the member entitled to vote approves it. | |
| 6.4 | Resolution passed by circulation shall be noted at the subsequent meeting of the Board and the text thereof with dissent or abstention, if any, shall be recorded in the Minutes of the meeting | ||
| 7.1.4 | Pages of minutes book shall be consecutively numbered | To ensure that all pages of Board and Committee meeting minutes are numbered. | |
| 7.2.1.1 | Minutes shall state at the beginning serial no., day, date and time of commencement. | Most of the details are mentioned except the serial no. and day of the meeting. | Serial no. and day of meeting may also be mentioned in the minutes |
| 7.2.2.1 | Minutes shall contain the following specific contents:
· If a member attend the meeting through electronic mode, the fact of the same should be mentioned in the minute, and his particulars and location from where he participated shall also be mentioned. · Noting of minutes of preceding Board and Committee meetings · If any Director has participated only for part of the meeting, Agenda item in which he did not participate. · Time of commencement and conclusion of the Meeting
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| 7.3.3 | All the unsigned documents which were not part of the Agenda and were tabled or presented at the meeting, on the basis of which Board has taken decision, shall be identified by initialling by the Secretary or Chairman | All unsigned documents must be identified by initialising either by the Secretary or Chairman | |
| 7.3.5 | Minutes of the previous meeting and the committee meeting must be noted at the meeting of the Board held immediately after the entry of such minutes in the minute book | Mostly the minutes of the previous meeting are noted in the subsequent Board meeting. | To ensure that previous minutes of Board and committee meeting are noted in subsequent Board meeting |
| 7.4 | Within 15 days from the date of conclusion of meeting, the draft minutes shall be circulated to all the members for their comments | Already following such practice of circulating draft minutes | To ensure that within 15 days draft minutes are circulated. |
| 7.5.1 | Minutes shall be entered in the minute book within 30 days from the date of conclusion of the meeting. | ||
| 7.5.2 | The date of entry of minute in minute book must be recorded by the Secretary. | ||
| 7.6 | Chairman shall initial each page of the Minutes, sign the last page and append to such signature date and place where he has signed the minutes. | ||
| 7.6.4 | Within 15 days of signing of the Minutes, a copy of signed minutes, certified by the Secretary, shall be circulated to all the members | Practice of circulating the signed minutes to the members may be considered by the management. | |
| 8.1 | Minutes shall be preserved permanently. | ||
| 8.2 | Office copy of notices, Agenda, notes and other related papers shall be preserved for eight year and can be destroyed thereafter only with the approval of the board. | Relevant papers and documents to be maintained for minimum period of eight years |
