1. 1
Project submitted to the
Institute of Company Secretaries of India
New Delhi
COMPILED BY: SIKHA MISHRA
REGISTRATION NO: 320745074/08/2011
TRAINER: MR. A. AZHAGESAN
ACS M. NO: 013251
COMPANY SECRETARY
TATA HITACHI CONSTRUCTION MACHINERY COMPANY PRIVATE
LIMITED

2. 2
PROJECT REPORT TOPIC
SECRETARIAL STANDARDS
ON BOARD MEETINGS AND
GENERAL MEETINGS

3. 3
ACKNOWLEDGEMENT
This Project is a part of my Training under the ICSI Training Structure. I would like
to express my gratitude towards Mr. A Azhagesan and Mr. Harish Nagaraj who
extended their support and helped in taking up the project by providing their
valuable inputs for the preparation of the project. The Project has helped me in a
better understanding of the changes introduced through the Secretarial
Standards and their applicability on the Companies.

4. 4
INDEX
Serial No PARTICULARS Page No.
I Evolution of Secretarial Standards 5
II Legal Framework of Secretarial Standards 6
III Applicability of Secretarial Standard – 1 to THCM 7-11
IV Applicability of Secretarial Standard – 2 to THCM 12-14
V Advantages of Secretarial Standards 15
VI Conclusion 16

5. 5
EVOLUTION OF SECRETARIAL STANDARDS
The concept of Secretarial Standards was conceived by the Council of the Institute
of Company Secretaries of India (ICSI) way back in the year 2000, with the intent
of integrating, consolidating, harmonizing and standardizing the prevalent diverse
secretarial practices. A major initiative in this regard was thereafter taken by the
ICSI in setting up of a Secretarial Standards Board (SSB) comprising senior
members of the profession. The ICSI took this initiative keeping in view the
growth and enhanced visibility of the profession and its members. Another factor
taken into consideration for setting up the SSB and for formulating Secretarial
Standards was to set up an international bench mark in Secretarial Practices.
What is Secretarial Standards?
Simply said, Secretarial Standard is a set of some good practices and procedures.
Adherence to a Standard brings in uniformity, transparency and objectivity. This
becomes important in the context of the need to have good corporate
governance in the wake of corporate failures and reports of irregular corporate
practices surfacing in recent times. Adherence to the Standards also indicates that
the company concerned is proactively alert to recent developments and takes
care to have it embedded in the organizational practices and procedures.
The adoption of secretarial standards by the corporate will have substantial
impact on the quality of secretarial practices being followed by the Companies,
making them comparable with the best practices in the world.
The Secretarial Standards have been notified by the ICSI in the Official Gazette
and are effective from July 1, 2015. India is the pioneer in having Secretarial
Standards as no other country in the world has yet adopted the Secretarial
Standards.
Secretarial Standards do not seek to substitute or supplant any existing laws or the rules and
regulations but seek to supplement such laws, rules and regulations.

6. 6
LEGAL FRAMEWORK OF SECRETARIAL STANDARDS
As per sub section 10 of section 118 of Companies Act 2013, every Company shall
comply with the Secretarial Standards in respect of those matters on which ICSI
has issued Secretarial Standards, and has also been approved by the Central
Government of India. As per sub section 1 of Section 204 of Companies Act 2013
every listed company and other class of companies as may be prescribed shall
“annex the secretarial audit report with its Board reports made in terms of sub
section 3 of Section 134 of Companies Act 2013”. And such secretarial audit
report as to be issued by company secretaries in practice under Section 204 of
Companies act 2013 he / she has to ensure that company has complied with the
applicable secretarial standards.
If any default is made in complying with the provisions of this section in respect of
any meeting, the Company shall be liable to a penalty of twenty five thousand
rupees and every officer of the Company who is in default shall be liable to a
penalty of five thousand rupees.
As per section 205 (1) (b), the Company Secretary shall ensure that the Company
complies with the applicable Secretarial Standards.
The Exemption Notification(s) dated 5th June, 2015 was issued post the
notification of the Secretarial Standard and such consequential amendments are
addressed in the scope of SS-1 as under:
“This Standard is in conformity with the provisions of the Act. However, if due to
subsequent changes in the Act, a particular Standard or any part thereof becomes
inconsistent with the Act, the provisions of the Act shall prevail.”
Accordingly, if due to MCA Notification(s) referred to herein above, a particular
standard or any part thereof becomes inconsistent with any of the provisions of
the Act, such corresponding provisions of the Act read with the MCA
Notification(s) shall prevail.

7. 7
APPLICABILITY OF SECRETARIAL STANDARDS – 1 TO THCM
The Secretarial Standards are applicable on
• Meeting of Board of Directors of all the Companies
• Committee meeting of all the Companies
However, “Committee” has been defined in Secretarial Standard to mean a
Committee of Directors constituted by the Board. Secretarial Standard – 1 is thus
applicable to Meetings of Committees fulfilling the following conditions:
a) All the Members of the Committee are Directors and
b) The Committee has been constituted by the Board
Such Committee may be constituted by the Company statutorily or
voluntarily.
In case there is any Committee in which a Non-Director such as
CEO/Manager, is a member then this Standard will not apply to such
Committee.

8. 8
Secretarial Standard on Meetings of the Board of Directors
Convening
a Board
Meeting
Particulars Provisions
Who can call for a
Board Meeting?
Any Director, may at any time, summon
a meeting of the Board and the
Company Secretary shall convene the
same in consultation with Chairman.
When and Where? At any time and place, on a day
excluding National Holiday.
Can the Directors
attend in Electronic
Mode?
Yes,
• If the Company provides such facility.
• To transact restricted items in
electronic mode, the express
permission of Chairman is obtained.
• Items restricted to be discussed in
electronic mode are, approval of
Annual Financial Statement, Board’s
report, prospectus and matters on
merger, demerger, amalgamation or
takeover.
Reference number Every meeting must be serially
numbered.
What should be the
contents of Notice?
• Shall be issued at least seven days
before the date of meeting
(introduced through the standard)
• Inform about the availability of
facility to participate through
electronic mode.
• Contact number, e-mail address of
the person to whom the Directors
should confirm the participation in
electronic mode.
• Proof of sending notice and its

9. 9
delivery shall be maintained
(introduced through the standard).
Circulation of Agenda • The agenda, along with notes shall be
given to the Directors at least seven
days before the date of the meeting.
• Proof of sending agenda notes and
their delivery shall be maintained.
Quorum Meetings of the Board • Quorum shall be one-third of the
total strength of Board or two
Directors, whichever is higher.
Meetings of the
Committees
• All the members of the Committee
should be present unless otherwise
stipulated in the Act or any other law
or the Articles or by the Board
(introduced through the standard).
Participation through
electronic mode
• Director/s participating through
electronic mode in respect of
restricted items, with the permission
of Chairman shall neither be counted
for quorum nor be entitled to vote.
Attendance
at Meetings
Maintenance and
Authentication of
Attendance Registers
• Separate attendance registers for the
Board and its Committees shall be
maintained.
• Every Director, Company Secretary
and every invitee who is in
attendance shall sign the attendance
register at that meeting.
• Time of the meeting shall also be
stated in the attendance register.
• The attendance register is open for
inspection by Directors but a
member of a Company is not entitled
to inspect the attendance register.
• Entries shall be authenticated by the

10. 10
Company Secretary by appending his
signature to each page.
• Register to be preserved for at least 8
years.
Minutes Maintenance • May be maintained in physical or
electronic form with Timestamp.
Contents of Minutes • Minutes shall state at the beginning
name of Company, serial number,
type of meeting, day, date, venue
and time of commencement and
conclusion of the meeting.
• The mode of attendance of every
director, whether physically or in
electronic mode.
• In case participation is in electronic
mode then the Director’s particulars,
location from where and agenda
items in which he participated shall
be stated.
Finalization • Within fifteen days from the date of
conclusion of meeting, shall be
circulated to the Board for their
comments.
• Proof of sending minutes and its
delivery shall be maintained.
• The Directors whether present or not
shall communicate their comments,
within seven days so that the draft
minutes can be finalized and entered
in minutes book within the limit of
thirty days.
• A Director who ceases to be a
director after meeting of Board is
also entitled to receive draft minutes

11. 11
to offer his comments, whether he
attends such meeting or not.
Entry in the minutes
book
• The date of entry of minutes in the
minutes book shall be recorded by
the Company Secretary.
Signing and dating of
minutes
• Each page of minutes shall be
initialed by the Chairman and the last
page shall be signed, appending the
date and the place of signing
minutes.
• Copy of signed minutes, certified by
Company Secretary shall be
circulated to all directors within
fifteen days of signing.
Extract of Minutes • Extracts of minutes can be provided
only once they are entered in
minutes book, however certified copy
of any resolution may be issued
earlier.
Inspection of Minutes • A member of the Company is not
entitled to inspect the minutes of the
meeting of the Board.
Disclosure Annual Return and
Annual Report
• The Annual Report and Annual
Return of the Company shall disclose
the number and dates of Meetings of
the Board and Committees held
during the financial year indicating
the number of meetings attended by
each director.

12. 12
APPLICABILITY OF SECRETARIAL STANDARDS – 2 TO THCM
Secretarial Standard on General Meetings
Notice Provisions with respect
to Notice
• Notice shall be accompanied, by an
attendance slip and a proxy form
with clear instructions for filling,
stamping, signing or depositing
form.
• In case Companies having a
website, the notice shall be hosted
on the website.
• Notice shall be given to every
member of the Company, Directors,
Auditors, Secretarial Auditors,
Debenture Trustee (if any) and
other specified persons.
• Notice shall specify nature of
meeting and business to be
transacted thereat.
• In case of Special Business, each
item shall be in form of resolution
accompanied by Explanatory
Statement.
• No business shall be transacted at
meeting if notice in accordance with
this Standard has not been given.
• Proof of sending notice and its
delivery shall be maintained.
• A member being related party, not
entitled to vote on a particular item
can be counted for the purpose of

13. 13
quorum.
Presence of
Directors
and Auditors
Directors • If any Director is unable to attend
the meeting, the Chairman shall
explain such absence at meeting.
Chairman • The Chairman shall explain the
objective and implications of the
resolutions before they are put to
vote at meeting.
Proxy Provisions relating to
Proxy
• A member entitled to attend and
vote can appoint proxy.
• Instrument of proxy must be duly
filled, stamped and signed.
• Proxy shall be submitted to the
company, not later than forty eight
hours before the commencement of
meeting.
Distribution
of Gifts
Is it allowed? • No gifts, gift coupons or cash in lieu
of gifts shall be distributed to
Members at or in connection with
the meeting.
Minutes Maintenance • Minutes shall be recorded in books
maintained for that purpose.
• Minutes in electronic form shall be
maintained with Timestamp.
Contents • Minutes shall state at the beginning
name of Company, serial number,
type of meeting, day, date, venue
and time of commencement and
conclusion of the meeting.
• Minutes shall be entered in the
minutes book within thirty days
from the date of conclusion of the

14. 14
meeting.
• The date of entry of minutes in the
minutes book shall be recorded by
the Company Secretary.
Signing of Minutes • Minutes shall be signed and dated
by the Chairman, within thirty days
of the meeting.
• Each page of minutes shall be
initialed by the Chairman and the
last page shall be signed, appending
the date and the place of signing
minutes.
• If minutes are kept in electronic
form, then Chairman shall them
digitally.
Inspection of Minutes • Directors and Members are entitled
to inspect the minutes of all
General Meetings.
Preservation of Minutes • Minutes of all meetings shall be
preserved permanently in physical
or in electronic form with
Timestamp.
Disclosure In Annual Return • The Annual Return of the Company
shall disclose the date of Annual
General Meeting held during the
financial year.

15. 15
ADVANTAGES OF SECRETARIAL STANDARDS
The adoption of secretarial standards by the corporate will have substantial
impact on the quality of secretarial practices being followed by the companies,
making them comparable with the best practices in the world.
Therefore, the adoption of Secretarial Standards would bring following
advantages:-
• Recognizing the practices prevalent in the Companies in the conduct of
Board and General Meetings and supporting them by addressing legal
provisions and thereby enhancing the importance of Board and General
Meetings.
• Ensuring the rights of Investors are protected by providing measures that
cannot be ignored or overridden by the Management.
• Uniform corporate disclosures support the regulators to ensure the
Companies are functioning in fair and transparent manner.
• Secretarial Standards supplement the Companies Act and the Rules in case of
any ambiguity in the latter.
• Transparency in procedures followed is assured after the standards are
notified and made applicable to all the Companies.
• Enhanced Professionalism in corporate by the following the world class
practices of governance.
• Reduction in Non-compliances
• Strengthening corporate governance

16. 16
CONCLUSION
Now, that these Standards have been approved and notified by the Central
Government, it shall be the duty of the Companies to adapt themselves to the
changes in the Law and that of the Professionals to assist and guide the
Management of the Companies in doing so. These Secretarial Standards make an
attempt to fill those gaps which the Companies Act has left untouched, by
providing those Clauses which make an attempt to bring uniformity in the
conduct of Board Meetings and General Meetings of the Companies, which were
divergent. Thus, without encroaching upon the provisions of Companies Act, the
Standards add value to the existing provisions.