SS 1- KEY AMENDMENTS

Para
No Changes as per revised SS-1 Our Analysis

Section 8 Companies were already exempted from

Scope has been amended to exempt
Section 8 companies as well along
with OPCs, from the applicability
– of the Standard.
the applicability of Secretarial Standards vide
MCA’s notification dated June 5, 2015, wherein the
companies have been exempted from the
applicability of Section of the Act, which deals with
Secretarial Standards.

Definition of Secretarial Auditor

now also includes a firm of
Company Secretary (ies) in
– Practice. This has been inserted to provide clarity.

Earlier only Time, Place, Mode and

Serial Number of Meeting was to
be mentioned in the notice of the
meeting now the Day has been
1.2 specifically provided as per the Act This is a clarificatory change

The restriction of not holding a

Board Meeting on a National The same is in contradiction with the requirement
Holiday specifically has gone away of Act, which prohibits BM to be held on a
1.2.2 with. National Holiday.

Any Director may participate

through Electronic Mode in a
Meeting unless the Act or any
other law specifically prohibits
such participation through
Electronic Mode in respect of any
item of business.
Now the Chairman has no authority to allow a
Director to participate by electronic mode on
restricted items. This has been done to align the
same with the Act. Because, no such power was
given to the Chairman in Act.

The provision with respect to the

option of the company to provide The existing language was conflicting with the
video-conferencing facility has provisions of the Companies Act, 2013 and hence,
been done away with. been deleted.
1.2.3

In case of the Meeting is conducted No mode of sending notice at a shorter notice was
at a shorter Notice, the company provided in the standards previously, with this
may choose an expedient mode of amendment it is further clarified that any faster
1.3 sending Notice and Agenda. mode of sending the Notice.

The proof of sending of Notice has

to be maintained for such period as
decided by the Board, which shall
not be less than 3 years from the This will increase compliance burden for the
1.3 date of Meeting. companies.

The Notice shall inform the

Directors about the option
available to them to participate
through Electronic Mode and
provide them all the necessary
information.
This mandates every company to provide the option
of participation through electronic mode, to the
directors in every meeting.

This will be a one-time compliance annually in a

Further, the director may intimate calendar year.
1.3.4 his intention of participation
Para
No Changes as per revised SS-1 Our Analysis

through Electronic Mode at the

beginning of the Calendar Year,
which shall be valid for such
Calendar Year.

Sending notices, agenda, agenda

1.3.6, notes and other documents by Only speed post and registered post are now
1.3.7 courier has been restricted. accepted.

In case of alternate directorship,

notice is given to both alternate and
original director, however, the
mode of sending Notice, Agenda
and Notes on Agenda to the
original director shall be decided
1.3.7 by the company.
It is clarified that the alternate director will receive
notice and agenda as per the mode prescribed by
the director, if any, however, the mode of sending
the notice to the original director is on company’s
discretion.

Proof of sending Agenda and Notes

on Agenda and their delivery shall
be maintained by the company for
such period as decided by the
Board, which shall not be less than
three years from the date of the
Meeting.

Companies will have to ensure such additional

1.3.7 requirement.

Any item not included in the

Agenda may be taken up for
consideration with the permission
of the Chairman and with the
consent of a majority of the
Directors present in the Meeting
only, i.e., the requirement of
consent of Independent Director This will provide ease in tabling urgent business
1.3.10 has gone away with. matters at the meeting.

The company can hold at least four
Meetings of its Board in each
Calendar Year with a maximum
interval of one hundred and twenty
days between any two consecutive
Meetings without holding meeting
2.1 in every quarter.
The strict requirement of holding board meeting in
every quarter has gone away with.
However, for listed companies such relaxation may
be redundant because of the periodical filing
requirements with the stock exchange.

The mode of presence should be

mentioned in attendance register This will impose additional compliance burden on
also. the companies which is not required as the minutes
will already contain mode of presence and will also
be preserved permanently.

If an attendance register is
maintained in loose-leaf form, it
should be bound periodically,
atleast once in every three years.
Earlier the power of authentication was with the CS
of the Company, however, such power has also
been extended any other director who has been
authorised in this regard.

Further, where there is no CS, the

4.1. attendance register must be
Para
No Changes as per revised SS-1 Our Analysis

authenticated by the Chairman or

by any other Director authorised by
the Chairman and the fact of such
participation is must be recorded in
the Minutes as well.
This additional has provided an additional option
for the directors to inspect the attendance register of
the Meetings held during the period of his
Directorship.

Even after a person ceases to be a

Director, he shall be entitled to
inspect the attendance register of
the Meetings held during the period
of his Directorship.

The attendance register shall be

preserved for a period of at least
eight financial years from the date
of last entry made therein and
may be destroyed thereafter with
4.1.6 the approval of the Board. Clarity regarding the tenure has been provided.

Leave of absence shall be granted

to a Director only when a request
for such leave has been
communicated to the Company
Secretary or Chairman or to any
other person authorised by the Now, leave of absence can also be communicated
Board to issue Notice of the to any person duly authorised by the Board to issue
4.2 Meeting. notice of the Meeting.

In case of a private company, the

Chairman may continue to chair
and participate in the Meeting after
disclosure of his interest.

The insertion seems to bring further ambiguities as

If the item of business is a related
party transaction, the Chairman
shall not be present at the Meeting,
whether physically or through
Electronic Mode, during
discussions and voting on such
item.
5.1.2
the first insertion provides that the Chairman may
continue to chair and participate in the Meeting
after disclosure of his interest.
However, in case of RPTs, the chairman shall not
be present in the Meeting.
The intent of Section 184 and Section 188 has been
mingled resulting into practical difficulties for
companies.

The Chairman shall ensure that the

required Quorum is present
throughout the Meeting and at the
end of discussion on each agenda
item the Chairman shall announce
the summary of the decision taken
thereon.

This brings additional responsibilities on the

5.1.2 Chairman.

Any Director other than an The whole-time director has been changed to any
Interested Director, shall decide, director, providing ease in compliance to the
6.1.1 before the draft Resolution is companies.
Para
No Changes as per revised SS-1 Our Analysis

circulated to all the Directors,

regarding the approval of the Board
for a particular business shall be
obtained by means of a Resolution
by circulation.

Proof of sending and delivery of

the draft of the Resolution and the
necessary papers shall be
maintained by the company for
such period as decided by the
Board, which shall not be less than
three years from the date of the
Meeting.

Earlier no time limit was specified this will impose

6.2.2 additional compliance burden on companies.

An additional two days should be

added for the service of the draft
Resolution, in case the same has
been sent by the company by speed
post or by registered post or by
courier, while computing the date
of circulation of the draft of the
Resolution given to the Directors to
respond in case of Resolution by
Circulation.
This additional two days have been given in order
to provide sufficient time for the directors to
6.2.3 decide, post receiving the draft.

The Resolution by circulation, if

passed, shall be deemed to have
been passed on the earlier of:

(a) the last date specified for

signifying assent or dissent by the
Directors, or

(b) the date on which assent has

been received from the required
majority, provided that on that date
the number of Directors, who have
not yet responded on the
resolution under This has been aligned with the Act.
circulation, along with the
Directors who have expressed their
desire that the resolution under
circulation be decided at a Meeting However, SS also includes those directors who
of the Board, shall not be one third have not responded along with those who have
or more of the total number of expressed their desire that the resolution under
Directors; and shall be effective circulation be decided at a Meeting of the Board.
from that date, if no other effective The same will cause practical difficulties to the
date is specified in such companies.
6.3.2 Resolution.

The requirement of noting all

7.2.1.3 appointments made one level This will reduce minuting requirements.
Para
No Changes as per revised SS-1 Our Analysis

below the Key Managerial

Personnel by the Board has been
done away with.

Consideration of any item other

than those included in the Agenda
with the consent of majority of the
Directors present at the Meeting
and ratification of the decision
taken in respect of such item by a
majority of Directors of the
company.
Now the additional agendas taken at the meeting,
7.2.2.1 the decision of which will have to be ratified even
(o) by the majority of the directors.

Reference to the earlier resolution

to be mentioned in Minutes if a
resolution is passed in supersession This is a new insertion, which will provide
7.3.4 of it. complete facts and details.

Proof of sending draft Minutes and

its delivery shall be maintained by
the company for such period as
decided by the Board, which shall
not be less than three years from
7.4 the date of the Meeting.
Earlier no time period was provided for
maintenance of these registers this will impose
additional compliance burden on companies.

The alteration of Minutes entered

shall be made only by way of
express approval of the Board at its
subsequent Meeting at which the
Minutes are noted by the Board
and the fact of such alteration shall This has been added to in order to provide complete
be recorded in the Minutes of such and correct data in the minutes. No such provision
7.5.3 subsequent Meeting. was there earlier.

Company needs to maintain the

proof of sending the certified copy
of signed minutes to the directors Like other documents, this has also to be
7.6.4 for 3 years. maintained for three years.

This amendment will require the companies to

The Report of the Board of specify in the Board’s Report, the fact that the
Directors shall include a statement Company is complying with the provisions of
on compliances of applicable Secretarial Standards 1 and 2. No such specific
9 Secretarial Standards. disclosure was required earlier in Boards Report.
 SS 2- Key Amendments
Para
No. Changes as per revised SS-2 Our analysis

Ministry vide its notification dated June 5, 2015, has already

Scope has been amended to exempt Section
8 companies in addition to OPCs, from the
– applicability of the Standard.
exempted Section 8 companies from the applicability of Section 118
through which Secretarial Standards were prescribed. This aligns
with such exemption.

Definition of Secretarial Auditor now also

includes a firm of Company Secretary (ies)
in Practice. Though the intent was not to exclude a firm of PCS, however, the
existing definition was not clear. This has been inserted to provide
– clarity.

The proof of sending the notice shall now be

retained by or on behalf of the company for
such period as decided by the Board, which
shall not be less than three years from the
date of the Meeting
1.2.2
No specific period has been mentioned in the existing text due to
which an ambiguity was there as in what would be the time period for
such retention of the proof of sending notice. Now, minimum 3 years
period has been provided.

Listed companies were already required to place the notice on their

Notice shall simultaneously be hosted on the
website till the conclusion of the meeting.
website after dispatch of the same to the members by virtue of Rule
20 of MGT Rules. The said Rule as well as the existing para did not
provide any timeline for keeping the notice on its website leaving it
open ended. The amendment now clarifies that the notice shall be
hosted on the website till the conclusion of the respective meeting.

1.2.3

Companies generally specify the serial number of the meetings in the

notice, however, this should now be specifically mentioned in order
to comply with SS-2.
Now, the notice of AGM should also
1.2.4 specify the serial number of the Meeting.

Exemption from providing the route map

and prominent landmark has been provided
in case of the following:

(a) a company in which only its directors

and their relatives are members;
(b) a wholly owned subsidiary.
1.2.4
The existing requirement was not relevant for a company whose
shares are held by directors only or a WOS of another company as the
intent was to make it convenient for the members to attend the
meetings.

In case of government companies, the AGM Similar requirement was brought by the Ministry vide its Notification
1.2.4 should be held at its registered office or any dated June 5, 2015.
other place with the approval of the Central
Para
No. Changes as per revised SS-2 Our analysis

Government, as may be required in this

behalf.
However, it is pertinent to note that the Ministry had come with
another Notification on June 13, 2017 to amend the aforesaid June 5,
2015 Notification wherein it has been provided that Govt. companies
may hold their AGM, at, (1) registered office, (2) such other place
within the city, town or village in which the Registered Office is
situated or (3) a place approved by the Central Government.

The revised text in SS seemingly missed the second category.

Notice of a private company shall specify

the entitlement of a member to appoint
proxy in accordance with this para, unless
otherwise provided in the articles.
This is in line with the exception provided by the Ministry through
1.2.4 June 05, 2015 Notification from Section 105 of the Act.

Existing text provided that where the auditors or directors to be

appointed are other than the retiring auditors or directors, then the
same shall be provided in the notice by way of a resolution even if
the same falls under ordinary business.

The revised text has removed this requirement.

No resolutions are required to be stated in
1.2.5 the notice for items of Ordinary Business.

Explanatory statement to be annexed with

the notice of private companies may not
include the nature of the concern or interest
(financial or otherwise of the directors,
KMPs and their relatives along with other
details as mentioned in the para if the
Articles of such companies provide
otherwise.
This is in line with the exception provided by the Ministry through
1.2.5 June 05, 2015 Notification from Section 102 of the Act.

Private companies may not give notice and

accompanying documents at twenty-one
clear days in advance of the meeting if
Articles provide otherwise.
This is in line with the exception provided by the Ministry through
1.2.6 June 05, 2015 Notification from Section 101 of the Act.

Considering the revised text, the following should be noted-

The changes are as follows-
1. The revised text has not considered the proposed amendment
1.2.7 1. Consent for holding a meeting at u/s 101 by virtue of the Companies (Amendment) Bill, 2017 wherein
shorter notice shall have to be received by the manner of obtaining consent from the members is being proposed
Para
No. Changes as per revised SS-2
the company prior to the time fixed for the
meeting;
2. Companies are not required to observe
the provisions relating to appointment of
proxy if all the members entitled to vote
give their consent to holding the meeting at
shorter Notice; and
3. Private companies may provide in its
Articles, the manner of obtaining consent
for a meeting at a shorter notice including
the number of members from whom such
consent will be required.
Chairman of a meeting of private company
may be appointed in terms of the provisions
in its Articles.
5.1
The restriction on the proxies to be
members of a Section 8 companies has been
removed.
Further, private companies may appoint
proxies in the manner as provide in their
6.1 articles.
New insertion.
Para 6.6.3. In case of remote e-voting:
(i) the letter of appointment of
representative(s) of the President of India or
the Governor of a State; or
(ii) the authorisation in respect of
representative(s) of the Corporations;
New
Para Should be received by the scrutiniser/
company on or before close of e-voting.
Our analysis
to be bifurcated considering the nature of the meeting viz. AGM or
EGM;
2. The change in the existing requirement of receiving the consent
one day prior to the meeting to a time prior to the time fixed for the
meeting is a welcome change considering the practical difficulties
faced by the companies.
However, how will a company comply with the proxy requirements if
the consent is received on the very day of the meeting is not clear as
the consent may come at any time prior to the time fixed for the
meeting and a proxy form has to be submitted 48 hours prior to the
date of meeting.
3. The change related to private companies is in line with the
exception provided by the Ministry through June 05, 2015
Notification from Section 101 of the Act.
This is in line with the exception provided by the Ministry through
June 05, 2015 Notification from Section 104 of the Act.
Though Section 105 did not provide for any restriction on a section 8
company, however, the existing text in this para had provided that the
proxies have to be member also. This was a contradiction with the
provisions of the Act which gets clarified by virtue of the deletion of
the same.
The change related private companies is in line with the exception
provided by the Ministry through June 05, 2015 Notification from
Section 105 of the Act.
Unlike proxies, there was no clarity in regard to the manner of
submission of appointment/ authorisation letter of authorised
representatives. In absence of a clear provision, the companies,
scrutinisers appointed for meetings have faced practical difficulties
and diverse practice is being followed.
The followings are to be noted-
1. In case of remote e- voting such authorisation shall have to be
received by the company/ scrutiniser on or before the closing of
Para
No. Changes as per revised SS-2
In case of postal ballot such letter of
appointment/ authorisation shall be
submitted to the scrutiniser along with
physical ballot form.
If the representative attends the Meeting in
person to vote thereat, the letter of
appointment / authorisation, as the case
may be, shall be submitted before the
commencement of Meeting.
A proxy need not be informed of the
6.7.3 revocation.
Every resolution, except a resolution which
has been put to vote through remote e-
voting or on which a poll has been
demanded, shall be proposed by a Member
and seconded by another Member.
7.1
In a meeting of a private company voting by
show of hands shall be in accordance with
the Articles.
7.3
In a meeting of a private company a poll
shall be conducted in accordance with the
Articles.
7.4
The changes are as follows-
In case of a private company, a member
who is a related party is entitled to vote on
7.5.2 such Resolution.
Our analysis
remote e-voting i.e. one day prior to the date fixed for physical
meeting in terms of Rule 20 of MGT Rules. However, obtaining of
such an authorisation in case of remote e- voting is meaningless as
the identity of the person actually voting remains unknown.
2. In case of presence of such authorised persons at the meeting
for the purpose of voting, the authorisation letter shall be submitted
before the commencement of the meeting;
3. In case of postal ballot, the same shall be sent with the ballot
form itself.
This will reduce compliance on the part of member. However,
without such intimation, how will the proxy come to know about the
revocation remains unclear as the same may create confusion at the
physical meeting?
The requirement of proposing and seconding seemed vague in case of
remote e-voting. Same in case of a poll as a poll can be conducted
only on demand or at the discretion of the Chairman. The Act does
not provide any such requirement of a resolution to be proposed and
seconded.
The removal is a welcome change.
This is in line with the exception provided by the Ministry through
June 05, 2015 Notification under Section 107 of the Act.
This is in line with the exception provided by the Ministry through
June 05, 2015 Notification under Section 109 of the Act.
This is in line with the exception provided by the Ministry through
June 05, 2015 Notification under Section 188 of the Act for the
private companies and Govt. companies.
Para
No. Changes as per revised SS-2 Our analysis

However, listed companies will still have to observe the provisions of

Listing Regulations.
Further, a member who is a related party is
entitled to vote on a Resolution pertaining to
approval of any contract or arrangement to
be entered into by:

a. One Govt. company with any other

Govt. company; or

b. An unlisted Govt. company with the

prior approval of competent authority.

The requirement of authorising the

Chairman or in his absence, any other
Director by the Board to receive the
scrutiniser’s register, report on e-voting and
other related papers with requisite details,
has been deleted.
The deletion will not impact the current position as similar
8.4 requirement is there under Rule 20 of MGT Rules.

Newspaper advertisement of notice of the

meeting shall be placed till the conclusion
of the meeting.

8.5.2 Please refer comments as provided under notice of meeting.

This is in line with the provisions under Rule 20 of the MGT Rules.

Scrutiniser to submit his report to the However, this will not impact the listed companies as the declaration
Chairman or authorized person within 3 of results is required within 48 hours of conclusion of the meeting in
days from the date of Meeting. terms of Listing regulations.

8.6.1

The voting details is now required to be

displayed for at least three days on the
Notice Board of the company at its
Registered Office and its Head Office as
well as Corporate Office, if any, if such
office is situated elsewhere.
Companies will have to ensure that the results are displayed for at
8.6.2 least three days. There was no timeline earlier.

Conduct of poll by private companies shall This is in line with the exception provided by the Ministry through
9.2 be in accordance with the Articles. June 05, 2015 Notification under Section 109 of the Act.
Para
No. Changes as per revised SS-2
The scrutiniser(s) shall submit his report
within seven days from the last date of the
poll to the Chairman.
In case of a private company, the
declaration of result of poll shall be in
accordance with this para, unless otherwise
9.5.1 provided in the Articles.
The qualifications, observations or
comments or other remarks if any,
mentioned in the Secretarial Audit Report
issued by the Company Secretary in
Practice, which have any material adverse
effect on the functioning of the company,
should be read at the AGM.
13.2
If a meeting is adjourned for a period not
exceeding three days and where an
announcement of adjournment has been
made at the meeting itself, giving in the
details of day, date, time, venue and
business to be transacted at the adjourned
meeting, the company may also opt to give
notice of such adjourned Meeting either
individually or by publishing an
advertisement.
15.3
A meeting other than an AGM or a
requisitioned meeting stands adjourned for
want of quorum, then the adjourned meeting
shall be held on the same day, in the next
week at the same time and place or on such
other day, irrespective of the fact that the
15.4 day be a National Holiday.
Our analysis
Rule 21 of MGT Rules does not provide for any such timeline for
submission of report by the scrutiniser in case of voting in a poll. The
revised text provides for 7 days timeline to the scrutiniser to submit
his report and 2 days of submission of such report for declaration of
such result by the Chairman.
Considering the fact that the provisions of Section 109 (Demand for
Poll) are not applicable to a company covered under Section 108
(Mandatory voting through electronic means), this will impact only
those companies which are not covered under Section 108.
In regard to private companies, the change is in line with the
exception provided by the Ministry through June 05, 2015
Notification under Section 109 of the Act.
Now, only the qualifications, observations or comments which have
any material adverse effect on the functioning of the company are
required to be read out at the AGM. However, what would be the
manner of determination of such material impact have not been
provided.
Generally, a 3 days’ notice is required for a meeting adjourned for
less than 30 days. However, if such an adjournment meeting is held
within 3 days and the venue, date, time etc. has already been decided
in the original meeting, the company has been given an option to
further send a notice.
The insertion is not relevant.
1. Now companies will be able to adjourn an EGM even on a
national holiday. The Act is silent on this.
2. Further, restriction on holding of an adjourned AGM on a
national holiday shall be applicable only on a situation where an item
relating to filling up of vacancy of a director retiring by rotation is
pending to be decided in such adjourned meeting. Therefore, for
Para
No. Changes as per revised SS-2 Our analysis

An adjourned AGM, adjourned for want of
quorum or otherwise, shall not be held on a
National Holiday, only if any item relating
to filling up of vacancy of a director retiring
by rotation is included in the agenda of such
adjourned Meeting.
discussions of items other than the above, an AGM may be adjourned
to be held on a national holiday too.
3. In regard to changes for private companies the same is in line
with the exception provided by the Ministry through June 05, 2015
Notification under Section 96 and 100 of the Act.

The company shall ensure compliance of the

provisions of holding the AGM every year,
including adjournment thereof within a gap
of not exceeding 15 months from the date of
the previous AGM or within such extended
period permitted by the Registrar of
Companies.

The scrutiniser shall submit his report

within seven days from the last date of
receipt of postal ballot forms to the
Chairman or a person authorised by him,
who shall countersign the same. The same has been aligned with Rule 22 of MGT Rules. However,
the listed companies will still have to observe the requirements of the
16.6.1 Listing Regulations.

Scrutiniser’s report shall be displayed for at

least three days.
A period of three days has to be maintained like in case of displaying
16.6.2 the results of AGM.

Minutes of Meetings, if maintained in loose-

leaf form, shall be bound periodically at
least once in every three years.

17.1.6 Now the maximum periodicity has been provided.

The conclusion time of the AGM is not

17.2.1.1 required to be mentioned in the minutes. Not a relevant change.

Provisions for Nidhi Companies

In case of a Nidhi Companies, notice may be served

individually only on Members who hold shares of more
than 1000 rupees in face value or more than 1% of the
total paid-up share capital of the company, whichever is
less. For other Members, Notice may be served by a
public notice in newspaper circulated in the district
where the Registered Office of the company is situated
and by displaying the same on the Notice Board of the
1.2.1 company
No such option was available to the Nidhi
Companies as per the erstwhile SS. However, the
same has been aligned with the MCA’s exemption
provided to Nidhi Companies vide its notification
dated June 5, 2015.
Para
No. Changes as per revised SS-2 Our analysis

No Member shall exercise Voting Rights on poll in

excess of five percent of total Voting Rights of equity
7.5.1 shareholders.

Nidhis are not required to provide e-voting facility to

their Members.

16.2