good afternoon everyone I take this opportunity to welcome you all to the 20th webinar of the master knowledge series EE enable evaluate Excel I'm CS Anita for those who have joined us for the first time today in the series I'd like to give you a brief on this initiative of icsi the master knowledge series which was launched at the 24th National Conference of practicing company secretaries held on 16th and 17th of June 2023 is an attempt to guide our CS professionals towards brushing up their existing knowledge and make them privy to the recent amendments that have taken place in the Regulatory and legislative Arena the series comprises of weekly webinars on topics of professional interest till date 19 webinars have been conducted on different provisions of companies act and sebi laws and we look forward to conducting many more in the future today's webinar is themed at yet another very critical topic that is ss1 and SS2 standardizing compliance dear participants the icsi has issued the secretarial standards ss1 and SS2 with an intent to provide a structured framework for conducting board meetings committee meetings and general meetings by ensuring compliance with legal and regulatory requirements they aim to streamline corporate procedures and promote consistency in company secretarial practices by adhering to these standards companies enhance their accountability and transparency which in turn helps in building trust among the various stakeholders including investors regulators and the public at large the icsi has also released guidance notes on ss1 and SS2 which are available on the institute's website it is also pertinent to mention that these standards have been adopted by the Malaysian Association of company secretaries for benchmarking its own standards to deliberate further on the topic I'd like to welcome our esteemed speakers for the day CS nagendra Dr chairman of Secretarial Standards Board and former president icsi welcome sir thank you we also have with us CS sudhakar sarasah Chief consultant at the corporate legal firm mea and Mita welcome you sir thank you very much an it is truly an honor and privilege to have you both amongst us on this webinar before we proceed with the session I'd like to give a brief introduction about our speakers CS nagra is a designated partner and founder of Cs nagendra D and Associates LLP a firm of practic company secretaries in bangaluru with over 20 years of experience in corporate sector he specializes in corporate and securities laws Capital markets transactions business planning merges and Acquisitions Financial restructuring Strategic investment funds planning and Arrangement he is presently the director of icsi Institute of social Auditors a Section 8 company promoted by icsi and also serves on the board of tronic engineering limited as a non-executive independent director he was a member of the Central taxes corporate laws and GST Committee of the Federation of Karnataka Chambers of Commerce and Industry as well as the corporate Affairs and Taxation Committee of the Bangalore chamber of industry and commerce he addressed several conferences seminars webinars and workshops at both National and international level in recognition for his outstanding service rendered in the field of Education CS nagendra Dr Ra was conferred the title viya Vias by Dr DJ shetti educational Society Karnataka he was elected to the central Council of icsi for the term 2019 to 2022 and served as the vice president of icsi in the year 2020 and thereafter as the president of icsi in the year 2021 CS sudhakar sarasah fellow member of icsi ICI and icsa UK is a renowned speaker in professional institutes pan India having an experience of over 3.5 decades in legal finance and secretarial Fields he was the former vice president corporate secretarial in Reliance industry is limited and served as a director in several companies of Reliance group he has contributed immensely towards various initiatives of icsi and has served as a member on various Committees of The Institute including the secretarial Standards Board he's also a member of the ESG Committee of Delhi management association CS sakar sarasah has been a regular faculty at icsi Institute of Chartered Accountants of India Institute of cost accountant of India Institute of directors Indian corporate law service and a guest faculty at Indian School of Business Hyderabad and I Mumbai s once again I welcome you both I'm sure that the V experience and expertise of our speakers will prove significantly helpful in the professional journey of our participants and therefore I request all the participants to actively participate in the webinar by sharing your queries in the chat box which would be taken up in the later part of the session may I now request CS nandra please proceed with the session thank you very much an and I yes sir yes s very good afternoon to all the esteemed members my colleague in the secretarial standard board sudhakar G and all the esteem members of our profession who have joined online to this session at the outset let me thank our beloved president CS Manish Gupta and vice president CS B nariman for having the webinar on ss1 and SS2 on the topic standardizing compliance friends today December 6th happens to be a special day for icsi December 6th today icsi has inaugurated its ccgt building at Kolkata a what a tribute to CS late CS Deepak Kumar ketan who had put his blood to this particular uh Venture as a c council member close to him I'm sure he will be from the heaven blessing each and every one of the members and especially the ccgt for its completion which started in the year 2020 friends icsi has issued secretarial standard ss1 on meeting of board of directors and SS2 on general meeting which are mandatory to follow under Section 118 subsection 10 of the companies Act of 2013 to facilitate compliance and smooth implementation of ss1 and SS2 in true letter and spirit the guidance note on ss1 and SS2 including its revised version are developed by the SSD this guidance note elicited the basis for setting the particular standard explain the procedural and practical aspects thereof of and giving illustrative examples this guidance note also integrate the responses to various issues queries raised by various stakeholders friends in order to promote the standardized practice in declaration and payment of dividend and matters related there to the icsi has issued the secretarial standard on divid on dividend that is ss3 and uh uh the which is effective from 1st January 2018 for voluntary adoption by companies similarly to promote the standardized practice in the preparation of the boards report the icsi has issued the secretarial standard on the report of board of directors that is ss4 from 1st October 2018 for voluntary adoption by the companies the guidance note on dividend and boardsort code are also formulated to set out the explanations procedures and practical aspects in respect of various Provisions contained in ss3 and ss4 to facilitate compliance thereof by all the stakeholders friends let me just take out take you out to the journey of the secretarial standards the icsi recognizing the need for integration harmonization and standardization of diverse secretarial practices prevalent in the corporate sector has constituted the secretarial standard board in the year 200000 with the prime objective of formulating Secretarial standards the formulation of SSB is unique and pionering set steps by the icsi since there was no such board or body anywhere in the world the purpose of constituting this board was for the long-term benefits for the growth and enhanced visibility of the profession and setting up International benchmarks in the secretarial standards already uh Madame Anita had said that Malaysian Institute is following our secretarial standard which has been released by The icsi besides eminent members of The Institute of company secretaries of India like sudakar G ramaswami kalidas makran Joi and many others uh rogi G manikant so there are many other members pramod R who are there in the secretarial standard boards who's who from the industries the industry associations like fiki Ci ASM Chamber of Commerce and Industry there are also nominees from the ministry of corporate Affairs the SEI from nsse from BC and various other sister professional body like icma as well as the IC AI friends it is the remarkable 2013 the year of legal recognition to the secretarial standards the statutory recognition to the secretarial standards is a unique and finary step towards standardization of the diverse secretarial practice as all of us are aware that ss1 and SS2 had been approved by the central government under Section 118 subsection 10 of the companies Act of 2013 and were effective from 1st July 2015 since then the ss1 and SS2 have been revised by the icsi and has been approved by the central government under Section 118 subsection 10 of the companies Act of 2013 and the revised ss1 and SS2 were made with applicable with effect from 1st October 2017 friends these two standards best of significant and most pertinent governance professional for effective leadership at the board level and to meet the expectations of the investors and other stakeholders of a corporate entity in fact the 1st October 2017 last revision of the secretarial standards have been made and all of you are aware that since this is now a legal recognition under the eyes of the law any changes whatever we have suggested it takes little bit longer time for the approval of Ministry of corporate Affairs in fact much water have flown since 2017 in terms of various regulations and therefore we are awaiting the notd from the MCA with regards to implement the changes in the secretarial standards friends all of you are aware of when the initial days secretarial standard was launched our members were little bit spectacles spectacles so therefore you they were thinking that whether how to use this whether it will be Ser it will serve the purpose or not or whether the need of the secretarial standard would be what what exactly would be the need of the secretarial standards friends no doubt there was certain uh issues in terms of understanding we find that nowadays corporate entities have been broadly adhering to the prescribed governance Norms by not only the regulatory authorities but also by the various corporate uh bodies or entities however the lack of regimentation in such governance and prevalent Divergence in such governance practices amongst the corporate entities have pay way for the need to standardize the diverse practice so that there is a standard approach to governance cognizant of these needs icsi through the secretarial standards have developed the essential principles for influencing the organizational governance though initially there were certain resistance as I already told the observance of Secretarial standards have provided much needed impetus on the board and the the general meeting processes by setting up uniform and standardized best practices for conducting the board and general meeting transacting business in a fair and a transparent manner friends secretarial standards attitutes integrates and embs finer governance practices into the board and organizational DNA adherance to the prescribed secretarial standards promotes the enhanced governance culture at the board level such practices also drill down to various level in organization by way of horizontal deployment amongst various functions in an appropriate manner such deployment ensures that the functional processes and methods are optimized to work in tandem with the governance at the leadership level friends you will find that the importance of Secretarial standard recently there has been a case I would in fact like to quote uh there was a matter in the Harish Kumar TK versus nfra uh in which this is before the national company law app tribunal which was held and judgment was pronounced in the month of December this December where the NT has levied a penalty of one lakh and a suspension of one year for our khik professionals where the Learned National company law appell tribunal held that and I quote before 2014 standards of auditing now when we talk about standards it also includes secretarial standards before 2014 standards of auditing were relevant to the extent as this prescribed the methodology of conducting an audit and were issued by the central government pursuant to section 133 of the company's act however a deviation from these standards did not automatically amount to a gross negligence or professional misconduct the position did change after 2014 when the the auditing standards were given a statutory status the section 143g of the companies act 203 requires Auditors to comply with auditing standards friends same the case with Section 118 subsection 10 where we are supposed to comply with the secretarial standards of icsi section 143g of the companies act requires the Auditors to comply with the auditing standards they have now the force of law which tantamount that the existence or lack of intention is immaterial when it comes to making a finding of professional misconduct and gross negligence a lapse in following the auditing standards may result into professional misconduct violation of statutory duties and gross negligence so my request to all the esteem members the judgment is clear and Loud that it is when we talk about uh standards standards mutus Mandi applies also to the secretarial standards issued by icsi friends ss1 and SS2 Asser in a governance regime promoting transparency thereby minimizing the possibility of litigation arising out of unilateral actions non- reip of notice agenda and improper conduct of meetings hence compliance of Secretarial standard by the small and private companies is more important compliance with secretarial standards by these companies will provide necessary comfort and confidence to all the stakeholders including The Regulators friends the icsi has been making consistent effort to sensitize the professional about the significance of Secretarial standards at the various forums members of Secretarial standard board are acting as ambassadors of the icsi in propagating these secretarial standards and guidance note wherever such opportunity arises while addressing the programs webinars seminars and other professional Gathering like what we are doing today friends I am privileged to be a part of this webinar where the secretarial standard board on ss1 and SS2 is being conducted friends I would just just like to state that during this particular year the secretarial standard board we have prepared the charter for the uh board of directors as well as for the uh uh nomination and remuneration committee which The Institute has already forwarded to the SEC to the uh Securities Exchange Board of India sebi for their comments in fact it is these kind of regulatory authorities who request us to prepare various standards for the purpose of governance uh we have also prepared a draft uh the secretarial standards with regard to the loan and Investments the deliberation with regards to the uh subcommittees is likely to happen with regards to the loan and investment and I'm sure shortly the uh the guideline or the secretarial standard on the loans and investment uh would be would be released shortly similarly on the structured digital database uh working revised working has already been done again it would be discussed in order to ensure that the same also will be released shortly with this I once again thank the institute for ensuring that this secretarial standard whether it is secret ss1 SS2 or the other optional ss3 4 is being conducted uh for the benefit of members and I'm sure that the Practical aspect of the secret secal standards will certainly emite the Positive Vibes in our minds about the secretarial standards I am reminded of a quote in bhagat Gita chapter 3 verse 21 where it says whatever a high standard is being set by great people all and each and every members of the society each and every uh people will follow those particular standard I'm sure that the Institute with the help of all the esteemed members of The Institute will have more and more standard for the benefit of members and for the member and also for the corporate at the end of the day and for the nation as a whole thank you very much I would now uh uh request sudakar G or I will ask Anita to take it forward thank you very much namaskar thank you sir thank you for enlightening us on the secretarial Standards Board as well as taking us through the Journey of Secretarial standards while highlighting the importance of Secretarial standards in today's corporate practice thank you once again sir I now request CS sudhakar sarasa to please leave the session thanks very much Anita for your warm introduction and good afternoon participants the chairman has very aptly uh the tone for today's webinar and uh I the outset my sincere thanks and gratitude to icsi for giving me a second opportunity in this uh Master knowledge series which Institute is organizing it in a very great way without any kind of fail almost already 19 uh webinars have been organized under this chairman has already mentioned about the initial resentment as far as secretary standards are concerned right from the beginning I very passionately attached to the secretary standards because in the year 2000 when the SSP board was constituted that point of time Institute has organized some subcommittees as a buding member in those days I was able to also contribute within my limited way and that's why Plus at the same point of time though they were voluntary in those days but wherever I worked right from the beginning I always used to ensure that SEC standards to the extent applicable to the organizations where I worked who used to follow them the reason for that is nothing but you when you follow the secret standards you will get disciplined when the SEC Whenever there is a mandatory thing comes that resentment always comes into that is maybe a human tendency several times the question comes why the secretary standards are to be applicable to the private limited companies okay listed companies like Reliance tatas Mahindra beras and all these things that is fine but why small private limited companies SEC standards have to comply with which is an additional burden on them I always used to say that in fact in my previous last year when we have organized some webinars I have shown one video clip also where in the how important it is to wear the seat belt is it important for a smaller call like Maru 800 or I 10 or for Mercedes or BMW obviously everybody will answer that definitely it is for the smaller car you have to wear the seat belt because for the bigger Car anywhere the built of the car the structure itself will take care of in case of any unfortunate event happens same is the case with listed companies listed companies any way are on the r of The Regulators as well as on the r of all the stakeholders in case of private limited companies closly held public companies fortunately or Unfortunately they give very can't respect for compliances that's why the litigations are more in private and uh closely public companies than of the listed companies that is the reason according to me the applicability of secretary standards should be more to these companies than of the listed companies at the same point of time Secretary standards insulate the key manager persons as well as the directors and especially independent directors on the the uous responsibilities which have been interested upon them by both companies act 2013 as well as listing regulations 2015 so secetary standards are not asking you to do anything over and above what you are supposed to do under the law only thing if at all in the if you see the whole secretary standards what it has asked you to do something extra is to circulate the draft minutes to the directors within 15 days of the closure of the meeting and after that circulate the signed copy of the minutes within 15 days of signature of those minutes that's it otherwise rest everything you are supposed to do the procedural part is stipulated under the SEC Standards Law provides the legal Provisions but not stipulated the procedure so different companies is to follow different procedures and the directors have no clue one company is drafting the notice in one way another company is drafting the notice in the other way same is the case with the minut same is the case with the agenda purpose same is the case with board notes for agenda purpose that there was no standardization there was no harmonious practices which are followed as chairman has rightly mentioned the reasons for the secutive standards at the same point of time according to me the major thing is secretary standards reduce the propensity of litigation especially in case of private liit companies and the CL public companies because when the records are straightforward when the records are transparent the records are maintained in a disciplined manner obviously there will not be any kind of reason for the to have any kind of litigation in future with this back uh I mean look at the background I have a small presentation which I will share with you and then we will proceed further on this so an I'm sure you are able to see my presentation am I correct yes sir yeah just give me a minute yeah so I will not though there are some slides but whatever the chairman has already covered I'm not going to cover that but maybe for the sake of continuity maybe a bit of overlapping Maybe there SS one and two primarily they prescrib the set of principles for convening and conducting board meetings and general meetings Act is silent on the procedural part this is what I had mentioned you know and especially that the secet standards revised were lost on October 1st 2017 the revised standards came into picture and though the revised standard has been submitted to MCA but still MCA has to give the approval without that approval we cannot enforce standards but it was felt that why can't we revise the guidance note and it was L revised was up to December 31st 2020 and we are taking up because already three years have passed by again we will be taking up the revision of the guidance notes also you know applicability as I told you it is applicable to all the companies except Section 8 companies and one person companies and wherever the companies are Incorporated under the special acts even to them also this is applicable and wherever there kind of any inconsistent is between the special acts and the secal standards the those acts Prevail over the standards similarly in case of any inconsistencies between the companies act as well as SEC standards obviously the companies act prevails over the standards however that in case of any over and above that suppose some Provisions have been made in the secret standards which were approved by MCA and the stricter Provisions are to be complied with that means whichever the companies Act secret standards that those are to be complied with for example circulation of notice before 7 days for the meeting is stipulated in the ACT but as far as the circulation of the agenda is concerned Act is silent there secretary standard says that agenda is also to be circulated 7even days before the meeting so when you are circulating the agenda you have to comply with that seven days thing in fact sometimes I may go to the nties also the reason being that last webinar what we have organized was about approximately one and half years before on the secret standards several new members might have joined especially for them understanding the secretary standards are or important because they might be reading that but they might not have heard it because very rarely these days you will have programs organized by chapters or Regional councils and all on SEC standards so sometimes I may go into the integrities also these are applicable to the meeting of board of directors not only of the board of directors but also of the committee of d dors or under the companies act that means only those committees which have been constituted under the provisions of companies act the secretary standards are applicable that means what for risk management committee which is to be mandator constituted under the listing regulations secretary standards are not applicable several times the question comes do you need to follow the SEC standards for the independent director meeting do I need to to prepare a notice for independent director meeting do I need to circulate an agenda for the independent director's meeting see in fact at Reliance when I was working we have extended the secretary standards even to our internal management committee meetings also what is the secretary standards as I told you it is only just disciplining you you are supposed to do certain things in a proper way that means there should be a notice there should be an agenda there should be a chairman there should be a quorum there should be a proper conduct of the meeting subsequent to that minutes are to be circulated and all the records are to be maintained this is that so the objective as chairman has rightly mentioned is to harmonize integrate and standardize the diverse secal practices and to institutionalize the board processes maintain the Integrity of the procedures offering Assurance to the board as well as to the stakeholders if I am an independent director on any company and I know that the company secretary with the core he is complying with the secretary standards I don't need to worry as far as the board processes are concerned fortunately or unfortunately even till date also the way we are expecting from the SSB the standards which are to be complied with still we are lacking the amount of seriousness what The Regulators have given to the secretary standards our own fraternity is still lacking to give that importance but when I when we compare what president chairman has said that kind of resentment what we were having in 2015 to 2023 there is no kind of a resentment at all people have gladly accepted this every company is complying with that and of course secretary auditor as well as annual secret complaint certificates they have to comment about that whether the secetary standards are complied with or not so whether we like it or not we have to mandatorily comply with these standards at the same point of time by submission to all the company secretary is please sensitize your independent directors especially and at the same point of time they should know also that there is an ss1 I always advise when I go as a faculty to The Institute of directors I always give emphasis to this that every independent director rather every director has to read ss1 and SS2 at least once in his lifetime as a director of the company the deil standards strive to supplement the existing laws for promoting a better coopera governance that does not seek to substitute or supplant the existing laws they are in addition not in substitution of the law introduced for the first time in the world and we have also take the pride that even Malaysian Institute of company secret has taken the permission of MCA to to adopt our standards our the secretary standards provide Clarity where there is an ambiguity similarly they also provide Clarity where the ACT is silent there are several places where the ACT is silent about it and those places that secret standards has given it ensures robust procedures and systems which protect the interest of the company as well as of the stakeholders as I told you that it reduces the quantum and propensity of litigation what is the role of a company secretary in secondary standards he is the k d of the second standards he should drink the standards he should eat the standards and the standards are to be on the back of his palm that's what we expect he shall maintain the Integrity of the meetings and these standards prescribe the set of principles for convening and conducting the meeting at the same point of time one of the functions of the company secretary under section 205 is to comply with the applicable second standards and if you see the standard several times this question comes some portion of the standard is The Bard and some background material is there do I need to comply with only the Bold portion or do I need to comply with the background material also so both standard portion as well as the background material is given in the standard have equal Authority every word in the SEC standard one and two are mandatory though they are small booklet of 30 32 Pages at the most but the amount of efforts what SSB and the icsi has put in is MTH I am connect I'm privileged to be associated with the SSB as a member right from 2016 onwards till date that's why I know the amount of efforts and the amount of energy what we spend towards this standard shall be read in the contest with the background material and ss1 deals with the provisions with reference to board meetings as provided under the companies Act and the guidance note it will be given more clarity as far as the processes which are to be maintained now do I need to comply with the guidance note also sometimes this question comes obviously guidance note is only to give a guidance but it is not mandatory now about the modalities of convening the meetings as we know that any director May at any time summon a meeting of the board with all due regards how many company secretaries are are aware of this that tomorrow if a director calls the company secretary and say that Mr company secretary I want a board meeting to be convened some company secretaries even may get a shock of their life now they might be in a state of confusion that whether the director has the authority or not they may go to the chairman tell that the director is asking us to convene a meeting then the chairman may ask him does he has a right so ss1 clearly gives you that any director May summon a meeting at any time and of course company secretary on his own cannot convene the meeting he has to convene that in consultation with the chairman at the same point of time sometimes it may so happen that the chairman may say that no I don't agree with that let us not conven the meeting whether company secretary that point of time like a postman he has to tell the director the chairman has refused it or he has to see the Articles what is his role as a company secretary is it mandatory for him when a director summons a meeting it is mandatory for him to some other meeting or he has to take the guidance of the chairman this is the crucial point in a complete secretary's life so please think about it every meeting has to have a serial number nowhere in the companies act this was stipulated with that you know what kind of practices we used to follow earlier sometimes you know some companies used to follow that not every company insertion of the minutes in between the meetings and all those wrong practices used to take place and several company secretaries in this in this process got victimized all also so now what happens is that every meeting shall have a serial number because of that serial number it is there this kind of wrong practices have been curtailed to a large extent Act is silent about the enjoinment of the meetings except for the reason of coring apart from that thing whether chairman has the power to head join the meeting Act is completely silent about it ss1 provides that chairman May joed the meeeting Julie convened for any reason at any stage of the meeting unless majority of directors present at the meeting desent or object that means at any point of time for any reason the chairman got the power to adjin the meeting by virtue of the SS one unless until majority of the directors present at the meeting or objecting it or dissenting it when we say that directors present at the meeting should be considered and not the majority of board as such so notice should be given to all directors and should be given in writing notice shall be given at least 7 days before the date of the meeting as I told you that agenda Act is silent agenda is also to be circulated 7 days before the meeting proof of sending the notice and delivery of the notice shall be maintained by the company in the initial day several people used to say that the company his role has been become made as a clerical role he has to start collecting the proofs collecting this that what don't we think that it is a legal document we need to have the proof otherwi tomorrow if the director says that I have not received the notice I have not received the agenda where is theb for you that you have served it so this in case of any kind of litigation arises tomorrow on any reason all these things will be handy and helpful to us that is exactly called as Corp governance practices these records are to be maintained for a period as decided by the board but not less than three years they are to be maintained and notice clearly has to mention the venue and in case of the meetings are held in the electronic board also what is to be the deemed venue that is also to be given each item in the agenda is to be numbered and the material irregularity in the notice any material irregularity in the notice it may affect the validity of the meeting itself and the decisions taken there in fact I read somewhere that in case of tataa mystery dispute the first and foremost thing the question or asked was whether the notice was given as per ss1 Provisions or not had it not been there maybe that authenticity on the the I mean the validity of the meeting itself may be questioned also when notice was given to the alternate director whether the notice is to be given to the original director also the answer is not there in the ACT but the answer is there in the secretary standards when you give a notice to the alternate director notice is also to be given to the original director for his information same is the case with the agenda also notice of adjoined meeting shall be given to all the directors including to those directors who are absent from the meeting Sometimes some people may ask the question that when the director has not attended the meeting why the notice for the adjoined meeting is to be given suppose say for example that in the board meeting itself they might have decided that okay now we are adjoing the meeting and the meeting will be reconvene day after tomorrow it's 11:00 a.m. the persons who could not attend the meeting today because of the preoccupation they could have attended the meeting day after tomorrow at 11:00 a.m. but they have no intimation that's why Whenever there is a kind of enjoinment is there definitely the intimation for the reconvened meeting going to be that is that thej meeting when it is going to be reconvened that notice is to be given to all the directors including those directors who could not participate in the original meeting unless the date of the adj meeting is decided at the meeting itself the notice fres notice is to be given suppose if it is and whenever you are giving a fresh notice you have to ensure that again 7 days before the meeting is to be complete lied with suppose in the meeting itself you have said that after 10 days the meeting is going to be reconvened that join meeting that is fine with but as I mentioned to you you have to give the notice to all the other directors also agenda notes and agenda shall be given to the director 7 days before however in case of any business items which are of unpublished price sensity information nature they need not be circulated 7 days before provided the consent of majority of the directors including one independent director is taken this General consent may be taken in the beginning of the financial year it is always advisable to take the consent of every director that any business items in the nature of Upsy they may be circulated one maybe one day before the meeting two days before the meeting or at the meeting itself also say for example quarterly Financial results you cannot circulate them 7even days before to any director God forbids any kind of leakage takes place how to hold and whom to hold responsible for that so a concern may be taken in the beginning of the financial itself from the every director and that is to be recorded in the minutes also that this kind of consent was obtained and in case of there is any change in the directors the new director who is going to be inducted on the board his consent is also to be taken separately without that tomorrow he may say that look I have not been given this what's called board board notes 7 days before as required under the ss1 so you have to take consern from him also items of the agenda should be considered in the same order the chairman cannot say that at his own whims and fan is okay I'm starting number the quum is there meeting commencing I will take up 15 item number 15 and then I will take up item number 10 then I will take up item number three it will not work what he has to do is he has to take the agenda item in the same order in which it is there however if he may permit the change of order and that in with the with the permission of the the directors present at the meeting sometimes it may so happen there may be an agenda item and a particular director who got some kind of an expertise who can give his value addition to that particular discussion or deliberation of that particular business agenda item he may have to leave the meeting because of his preoccupation he may has to catch a flight or he may have to attend a meeting or whatever it is that point of time with the consent of the majority of the directors present at the meeting the chairman may take up that particular item out of that order that's why as I told you that at his discretion he can do it but with the consent of the majority of directors and this to be used sparingly and very carefully supplementary agenda may be taken up with the permission of the chairman and consent of majority of directors present at the meeting such decisions shall be final only on its ratification by the majority of directors of the company unless such item was approved by majority of directors of the company at the meeting itself means what for example a company is having 10 directors so majority of directors means what six it is at the meeting only five directors are attending the meeting and unanimously they have approved the supplementary agenda item but only 50% of the board has approved it and the remaining 50% who have not attended the meeting has no clue about it so the second provision what it says is such decisions shall be final only on its ratification by majority of directors of the company means majority of directors of the company is six so though five have approved who have attended the meeting that approval is also unanimous ly there but the sixth director when he ratifies that subsequently then only it becomes a final decision of the board in case of supplementary agend items board meetings can be convened or may be convened at a shter notice also on a public day and there is no specific provision prohibiting the whole national holiday surprisingly the original meeting can be held on a national holiday meetings may be held at shorter notice that means notice lesser than 7even days provided that at least one independent director should be present at such meeting and this shorter notice consent is to be given by the majority of directors of the company and in case independent director is not present at the meeting only executive directors are there at the meeting at that meeting convened at a shter notice then if it should be the decisions taken should be ratified by at least one independent director then only they are final decisions meetings may be held at a shter notice shall be stated in the notice that means when you are sending the notice you have to clearly says that the meeting is being convened at a shorter notice and similarly you have to also minute that with the consent of the majority of directors of the company or unanimous consent of the directors of the company the meeting has been conducted at a shorter notice frequency of meetings every one of us know that four meetings have to be taken place and in between two meetings more than 12 20 should not be elapsed but still it is taking place and these days Regulators are taking everything seriously especially smallest of the smallest non-compliance is being viewed seriously and the directors and the company secretaries are being penalized irrespective of the size of the company for example in this case of R NCT of Delhi and harana in the case of Polaris India private limited faridabad imposed a total penalty 1 lakh 160,000 rupees on the company executive directors and the company secretary for not holding four meetings in a year also not maintaining the time gap of 120 days quum shall be present throughout the meeting companies act stipulated only what is a quum requirement companies act has not mentioned whether the Quorum should be there throughout the meeting so fortunately or unfortunately several companies used to start the meeting time itself quum used to be there after that the directors of in fact on the lighter side I used to say always that after having the biscuits and badam the directors used to push off and the other remaining directors who are interested in conducting the meeting they used to sit that's it but now it is not so quum shall be present throughout the meeting not only at the commencement of the meeting but also while transacting the business so every time every item whenever you are taking of to finalize the the decision or to pass resolution that point of time it is the responsibility of the chairman and the company secretary to ensure that Quorum is present if there is no quum the meeting shall automatically stand and Jo to the same day in the next week and if that day is next succeeding day which is not a national holiday attendance registers are to be maintained this was another contentious issue initially that who will sign the attendance register the directors may feel offended if you ask them to sign the attendance register I really failed to understand that what why they have to take get offended when you ask them to sign the attendance register even a study Circle meeting when we attend we have been asked to sign the attendance register so this is nothing but a discipline and a proof that the director has attended the meeting tomorrow he should not say that have not attended the meeting the main reason for maintaining an attendance register is the authenticity of the director who has attended the meeting and tomorrow there is will not be any reason to have any kind of litigation on that issue that he has not attended the meeting and similarly sometimes I also say that the directors have to ensure that suppose if they living in between they have to ensure that in the minutes also they have to properly get it recorded that he was present at the meeting up to a particular business item and after that he left the meeting with the permission of the chair and this register shall contain the name names and signatures of all the directors present at the meeting not only the attendance register is to be signed by the directors even it is should be signed by the invitees also whenever a board meeting takes place apart from the employees the Auditors might be entering attending the meeting the what's called as you know in case of the M Bankers might be attending it the bankers might be attending so many people who are connected with the company depending upon the agenda items they several other people who might have been invited to join the board meeting even they have to sign the attendance register because again the same issue was there initially that why these people have to sign the attendance register when you are have giving the access to those people to attend the Board Room to be preview with the information which may be a price sens information and tomorrow God forbids if the information is leaked by them how you will hold them responsible and accountable unless until you have an El with you that these people have attended that board meeting they were present at that particular point of time that this item was discussed now the question comes if the director is attending through a VC how he will sign that standard provides very clearly the people who have attended the meeting through a video conference they don't need to sign the attendance register it will be mentioned that they have attended the meeting through video conferencing and it is a responsibility of the company security to authenticate the his attendance that he has attended the meeting in a virtual mode and these attendance registers page numbers are to be serially numbered and they are to be from periodically the way we bind the minutes even attendance register if you are maintained in the loely form they need to be bounded and they need to be preserved also and question comes that how the attendance in the minutes how you will record that the directors should be treated as present the company secretary as in attendance and all other invitees to be as invitees in the attendance register who has to sign that thing the question earlier what used to happen was different companies used to adopt different practices some companies used to show only the directors as present rest everybody officials of the company who are are there officials of the company in attendance and only those people who are Outsiders they were showing as invitees whereas now it is very clear directors are to be shown as present company secretary in attendance trust everybody as invitees sometimes it may so happen a director who is not a member of a particular committee he might be attending that particular committee for a particular reason with the permission of the chairman of that particular committee can he be shown as a member or as a director you have to show him as as an invite because he has been invited to join that particular committee meeting he maybe say that and of course he is a director but you are you have to show his presence in the invite column not in the present present is only the members of the committee and the person the director who is attending that meeting who is not a member of the committee to be shown as invite only Le of absence if any director is not attending he can be granted a Le of absence but only when a request is received normally it used to be a practice that a director who is not attending company secretary says sir that know I got a call from him and he has said that you know he will not be able to attend that and all but it is always the advisable to take the request in writing from the director concern of course orally also it can be taken but tomorrow somebody may say that okay I have not asked for a Le off why you have granted to me and similarly in case the office of a director shall become vacant and in case the director absent himself from all the meetings the board held during a period of 12 months with without sing the Le that means what if a director is not attending the meeting with or without Le absence he has not attended not a single meeting during the period of 12 months he has to vacate he deemed to be vacated the CH a question comes that this vacation is to be counted from which meeting again the same thing this was Act was silent about it and SS clearly provides that the period shall be counted from the date of the first board meeting held immediately after the meeting which the director concerned L attended that means say for example I am a director of a company I have attended my last meeting which has taken place on 31st of March the next meeting has taken place on say 15th of June so my 12 months is to be counted not from 31st March but from 12th June onwards only for next 12 months it is to be counted and this vacation of office is if a person is not attended the board meeting for a period of 12 months without with or without absence that vacation is automatic he don't need to resign simply it he may be just informed that you have deemed to be vacated from the directorship of the company in view of your the state however it is always advisable for the company secretary to con to advise the concerned of director that you have not attended the last three meetings or four meetings or whatever it is and it is advisable for you to attend this meeting otherwise you are going to lose your directorship can the resolutions be passed by circulation answer is yes resolutions can be passed by circulation L the ACT requires certain business items to be approved only at the meetings of the board resolutions can be passed by circulation so for example the the resolutions under 186 or you were that 188 the body transactions related or 179 all these resolutions are to be passed at the board meetings only other than those resolutions which need not be passed at the board meeting as provided under the company's act those resolutions can be passed by circulation so such resolutions are deemed to be passed at a jully convened meeting of the board and they have the equal Authority as if they were passed at the meetings of the board only they are not having a second class citizenship kind of issue but they are as if they have passed at the proper board meeting only there is an illustrative list of items which shall be passed only at the board meetings and not by circulation is provided under ss1 resolution by circulation now what is the procedure for that oneir of the total number of directors as provided under the law one3 of the total number of directors may require the resolution proposed to be passed by circulation only at the meeting suppose for example if a company is having said 10 directors one third of that is four directors so four directors at any point of time when they receive a resolution proposed to be passed by circulation the four directors can say that look we will not agree that this resolution is to be passed by circulation we have we insist that a proper board meeting be convened because this requires proper discussion and proper deliberations if in such case that resolutions cannot be passed by circulation despite the fact the remaining six directors may even approve that you but still that resolution has no validity because it is not properly passed by circulation as per the Providence of the act so when we say the total number of directors the strength of the board excluding the vacant positions is to be taken so for example the size of the board is 12 directors but two vacant positions are there so you have to take the strength of the board as 10 and one third of that is four so the four directors can always insist that that resolution is to be passed by circulation Sorry by at the proper board meting interested directors in this process shall not be excluded for the purpose of determining the above 1/3 even if a director is interested in that particular item and he cannot vote there but still he can insist that the meeting is to be required it cannot be passed by circulation wherever the alternate director is appointed the draft should also be sent to the original director that may whenever you are prop proposing a resolution by circulation I always told you that a director for whom an alternate director is appointed the other director might be in a sleeping position but he is a still continuing as a director may be held responsible for all the Affairs of the company similarly wherever you have to give the list of directors you have to mention his name also so he should be in the know of the things what are happening so even the circular resolution which is proposed to be passed by circulation copy of that is to be sent to him also but however he will not be he need not give his concern and his consent is not required also it is the consent of only the alternate director is required now when you propose a circular resolution not more than 7 Days time shall be given to the directors to respond to the Lost date shall be computed according that means what if you can give more than seven days means what there is no urgency why you have to circular resolutions because of the urgency you don't have that kind of a time to con to convene a meeting and every time whenever the the decisions of the board are required you cannot go on convening the meetings sometimes it may so happen the the the company might be so vibrant so many things were happening so it requires more decisions and for every decision you don't need to convene a meeting unless until it is imperative or required under the company's Act so you you can say that okay today if you are proposing a resolution by circulation you can say that you're expecting the approval of the directors by tomorrow maybe by day after tomorrow so it is it requires how urgent it is and you have to give the notice accordingly so each resolution even the circular resolution shall carry a serial number and every resolution is to be separately explained by way of a board I mean just like the way we give in the agenda a board Note similarly here also every circular resolution should have a kind of a note explanatory note explaining that what is the purpose of that business item which is being proposed and to be required the consent or concurrence of the director concerned decisions of the director shall be sought for each resolution separately you cannot say that one this thing is for every resolution if there are three resolutions are there you have to take that that consent on every resolution separately not more than seven days from the date of circulation shall be given the director this I already explained to you and these resolutions which are passed by circulations shall be noted at the consequent meeting of the board and in the consequent of the meeting of the board you are only taking as a just for the intimation of the other directors also and that such and such resolution has been passed by circulation for the record purpose also otherwise it is not going to change the valid it of the resolution in any way the text of the resolution together with The Descent or extension shall be recorded in the minutes of the meeting however whenever you are taking a note of that resolution passed by circulation in case any director has expressed his descent or he has abstained that he has not either voted for in a positive way or in the negative way he has nether approved nor disapproved but he has abstained those directors names are to be minuted in the minutes of the meeting the resolution if possible shall be deemed to have now the question comes when the resolution is passed on the date of The Proposal when the majority of directors approve the resolution it is passed or how it is going to be on the last date the resolution if pass shall be deemed to have been passed on the last date specified for signifying ENT or descent or the date on which the ENT ENT or descent from more than two3 of the directors has been received J is earlier means what again I take the example of a a board where 10 directors are there so when the 10 directors obviously you require majority of the directors how to approve the resolution so majority of the directors means what it is six directors so the resolution is proposed today say 6th of December and you are asking the directors to give you the their approval latest by day after tomorrow that is by 8th you are asking them to approve the resolution so up to 12:00 in the midnight of 8 they have the time with them but tomorrow itself you have received the approval from six directors tomorrow itself so majority has passed the resolution now can you take that tomorrow is the resolution date as I told you that one-third of the board of directors can always insist upon to convene a board meeting to pass that resolution and that is not to be passed by circular resolution so these directors the remaining four directors who have not still reply to you they can insist that even day after tomorrow also before 12:00 of day after tomorrow they can insist that that is the reason you cannot say that the circular resolution is passed tomorrow despite the fact that majority of directors have approved that suppose the remaining four directors out of the remaining four directors one director have given his he has his descent he has not approved the resolution but tomorrow itself that means what tomorrow seven directors have rewarded out of that six have approved one has not approved I can take the decision that I can take the the date of the passing of the resolution as 7th December 2023 why because the remaining directors are only three who cannot insist to have a board meeting or the remaining four directors they are not reped at all they're not bothered to reply till 12:00 in the midnight of 8th December then 8th December is the date that resolution is passed by circulation this is how it is to be taken very elaborate the procedure has been explained in the guidance note whenever you are in a state of confusion that how the date for the circular resolution is to be taken please refer to that if in case you have mentioned a specific date that the resolution is passed with that date obviously if that is the effective date you have proposed then obviously that date you have to take IT director shall app the date on which they have signed the resolation considering the importance of the date on which they are approving the resolution you have to advise the directors very clearly that while you are signing you have to please put the date also if the majority approval is not received say for example when you have proposed the circular resolution today that is 6th of December and asking the directors to approve that by latest by 8th of December that is day after tomorrow and only three directors replied either approving or disapproving but the remaining directors have not replied at all that means that resolution which the proposed resolution has fallen it is not considered as possibilities to be withdraw another important thing is about the minutes of the meeting in fact according to me SS one has given more than enough justification as far as the minutes portion is concern because if you see the company act it is completely silent about the the the minutes how they are to be drafted what is the importance of the minutes etc etc only thing what it says is by minutes of the board meeting minutes of the the general meetings are to be maintained in case of General meetings it is still mentioned that only the members have the right to inspect the the minutes of the general meetings and they can ask for a copy of that but as far as the minutes of the board meeting is concerned that means you have to make an inference from there that members of the company got a right to inspect the minutes of the general meetings means they have no right to inspect the minutes of the board meeting the question comes can the directors inspect the minutes of the board meeting you have to that is not clearly provided in 118 you have to go back the directors have a right to inspect the books of the company and in the minutes are part of the definition of the books that's why the directors have a right to inspect the minutes of the meeting several questions may come up suppose I am a director appointed today on 6th of December 2023 I have been appointed as a director of the company now I want to see or inspect the benefits of the previous meetings I want to read them if I ask the company secretary will he provide me do I have a legal right to refer to the previous meetings if the company secretary says sir no sorry I cannot provide you the minutes of the previous meetings I can provide you only for the future similarly suppose today I cease to be at director I'm retired director now I'm an independent director completed my two terms I cease to be a director of the company now I want to inspect the minutes because there is some legal case going on and I want to refer to the minutes about at that point of time what I have mentioned it can I do I have a legal right as a director because I'm no more a director only director can inspect the minutes so the good old days what used to happen is I was to approach the court and I was to get instructions to the concern company that to provide me the minutes of the meetings and then the companies used to provide it there used to be lot of issues like this all these issues have been addressed by secretary standard one now let us see the provisions in that how it comes there is no restriction as far as the law is concerned because several times this question especially you know when I used to address certain uh I mean conferences on SS one and two initial days this question used to be there that if by whether minutes are to be maintained only in English or main minutes can be maintained in the in the regional or vernacular languages also absolutely as far as there is no restriction as far as the language is concerned you have to maintain the minutes however Whenever there is any kind of resolution you have to file with the ROC you have to file the original resolution which you have passed which is a part of your minutes as well as the translated version you have to file both with the register companies concerned Julie of course indicated by the company security concerned minutes shall be written as mentioned in ss1 in a third person and past tense but resolution shall be written in present tense see how much effort has been taken even to give even to give that reason that Min are to be written in the third person minutes are to be written in the past tense resolutions are to be done in the present tense because some people used to write if you see the minutes of the way the some company secretar with all je recards to them they draft they start with the past tense come to the present tense and go in the future tense also so how the minutes are to be drafted also is mentioned very clearly minutes are to be drafted in the third person in the past tense but the resolutions in the present tense several times I have been asking this question sir why is the resolutions in the present tense obviously the answer is very clear the resolutions the way you propose the resolution it is approved by the the directors so you have to reproduce the same way what it has been proposed in case any kind of modifications or amendments to the resolutions were made while approving that resolution by the directors you have to give that only you cannot put an extra comma or full stop to that particular resolution so when you propose the resolution you will never propose the resolution in a past tense you will always propose a resolution in the present tense only that's why even in the minute also what you doing is you're simply reproducing the resolution which was approved in the court me rest of the things like your Preamble and all the things whatever has transpired whatever the discussions have taken place the meeting you are recording it in the minutes that's why that is you have to record it in the past tense minuts constitute a very important statutory record and serve as evidence in the court of law on various matters unless the contrary is proved it is whatever is mentioned in the minuts that is the gospel truth you can say minutes help to understand the deliberations and decisions taken at the meeting if the minutes are not recorded or maintained or signed as per the provisions of the ACT they cannot be produced as evidence why in fact several times the company secretary says that we cannot do any kind of value addition to the things here the value addition is there you can you can show your initiative or you can show your what's called whatever the uh innovativeness or you have with you I mean while drafting the minutes you can if a company secretary is a good drafting abilities you have there is no kind of question of any kind of litigation as far as the minutes are concerned distinct minutes books are should be maintained that means you cannot have board minutes committee minutes general meeting minutes in one Minutes book only you how to have separate minute books in fact we all know that we maintain the minutes the the loely folders several times it happens that with only one binder we put some dividers at board minutes audit committee minutes NRC minutes SRC minutes risk management minutes in the same folder binder unless until after three years or four years depending upon the company's size of that things you will go for binding it also but technically if any inspection or investigation takes place is if one binder is there according to me it is a non-compliance because ss1 clearly says that distinct minute books or shall be maintained for meeting the board and each of its committees means what even if you are maintaining it in loose leaf you have to have separate binders for that you cannot put everything in one binder off consecutive numbering of minutes pages every one of us note that the minutes of the meetings are to be consecutively numbered not serially but consecutively numbered there is a difference between that similarly that it is section 293 sorry the 193 or 118 they have the same uh provision as far as the consecutive numbering of the minutes are concerned again Ry of Pune Maharashtra in the case of Udo finance and investment private limited imposed a total penalty of 45,000 rupees as the minute book of not consecutively numbered each page not initial by the chairperson Lost page of the minutes books was not signed by the chairperson of the company and has not paginated the minutes at all several times company secretaries used to give a very scanted respect as far as the maintenance of the minuts are concerned say for example that sometimes the chairman does not initial the pages they don't don't go to the chairman again to asking him to get the initial because he may get angry he may get annoyed and all those things and we know that very well the chairman earlier when he was signing the last page he was to put the date also now apart from the date he has to put even the place where he has signed the minutes when the chairman has to do that means what he has to put the date with his own hands he has to write the place of the meeting with his own hand that is what the law is but several times what happens is that for the the convenience people used to put the date themselves the company secretes put the date themselves but the place also themselves the r may take that it is a non-compliance and he can impose he can stipulate I mean initiate the penal Provisions because it is not as per law the chairman he might be signing with one pay one pen and you are putting the date and saying that it the chairman only has put it it will not be Tak taken it is very clear and every page is to be initial and the even blank pages if they are there they to be scrolled off and that is also to be initialed very rarely it happens that the blank pages are initialed by the chairman and even I think in one case I think I will come there also that R has given imposed the penal Provisions even for that also minut shall State the serial number type of the meeting name of the company date date venue and the time of commencement and conclusion of the meeting good olden days we used to have only the commencement of the meeting even that is also not required you have to Simply say that minutes of the board meeting held on so a DAT that's it now secretary standard one clearly says that while you are meiting the meeting you have to also minute the commencement and conclusion of the meeting because that is very important and Aros NCT of D and harana imposed a penalty of 5,000 rupees each on three directors and a penalty of 25,000 on the company in the case of Dar Lifestyles International Limited for not mentioning the serial number of meetings in the notice now sometimes we take it it is a very trivial matter how does it matter these kind of trivial matters are also being viewed with a magnifying glass by the regulator and the penalties are being imposed and all the secretarial Auditors my submission to all of you is please ensure that when you are inspecting the minutes these things are properly taken care keep a watch on how the roc's are viewing the things and everything is even otherwise also I'm sure that all of you might be taking care of that if anyone is not doing that don't take anything trivial it no nothing is Trivial as far as the law is concerned when it shall be record the presence of directors and the company secretes and invitees physically or through video conferencing what is the mode of attendance of the board meeting you have to write that if you simply say that these are the directors present you have to write on the top of it that meeting has held on so and so place and all that means it is presumed that the meeting has held at a physical dist even if one director has attended the meeting in a virtual mode you have to clearly mention that this director has attended the meeting in a virtual mode from so and so place if all the directors have attended in the virtual mode can they answer is yes earlier there used to be two three I mean three four items where you cannot pass in a virtual meeting it requires a physical meeting but now it that is also removed so you can all the directors can take all the decisions and the all the meetings can take place in a virtual mode but you have to very clearly minute that the meeting has taken place in a virtual mode and the deemed place of the meeting is this and accordingly you have to go ahead so and so director has attended from so and so place that is also equally important names of the director shall be listed in the alphabetical order or in any other logical manner starting with the name of the person who is the chair the chairman might be a junior director I mean in the age I'm talking about but he might not be a promoter even he may not be executive director but always Chairman's name should come first after that remaining directors it may be on the seniority basis maybe on the alphabetical order or sometimes it may so happen first you are giving executive directors and after that non-executive directors then independent directors whatever the pattern you are following it please follow that consistently name of the invitees and the entity such invite represents and the relation of the entity of the company shall also be recorded suppose if a person particularly is attending the meeting as an invite who is an audit form or a PCS form they have to mention that very clearly this person is representing this particular company or a form who are playing a role of what let me also tell one more thing all the invitees might not be present at the meeting throughout the meeting they might be present only for Relevant board agenda items when you considering the financial the Auditors might be entering the boardroom and after that immediately they are vacating the boardroom then in the minutes you have to write that very clearly invite so and so for item number so and so otherwise what will happen is he it looks like as if he was attending the meeting throughout which is not correct and similarly when you are signing the attendance register as secretary auditor if you are attending a particular board meeting while you are signing the attendance register please ensure that it is clearly mentioned that you are attending the board board meeting for that particular item only what are the the consequences if we are not doing that it presume that you are attending the board meeting throughout God forbids tomorrow in in case of any kind of price leakage uh sorry any kind of information leakage is price sensitive you'll also be held responsible for that because it presumes that you are there throughout the meeting there if a director leave the meeting or joins the meeting in between that is to be recorded again that director has to insist that he left the meeting early at suppose agenda there are 10 agenda items and at the item number seven he left the meeting with the permission of the chair then it is the responsibility of the company secretary to record that with the permission of the chair Mr so and so has left the meeting and if he joining in between the meetings again the same thing whoever is leaving early whoever is joining in between the permission of the chairman is imperative that is also to be recorded in case of invitees for specific items their presence to be recorded accordingly this I already explained directors who have descent dented or abstained from voting shall be specifically recorded the fact that the interested director didn't participate in the discussions and has not voted shall also be recorded signing minutes may be minutes of the board meeting may be signed by the chairman of the previous meeting or maybe the chairman of the next meeting and chairman shall initial each page of the minutes including the blank page sign the Lost page and append to such signature date on which and the place where he has signed the minutes R of Pune Maharashtra in the case of Madam aggravate Industries limited imposed a total penalty of 45,000 repes on two directors CS CFO and the company since the blank pages in The Minutes book were not scored off and signed by the chair again a trivial issue but it was viewed seriously and Penal Provisions have been initiated minutes maintained in electronic form shall be signed by the chairman digitally once minuts are signed they're not to be altered if at all any kind of alteration is imperative at the next meeting it is to be altered and it is to be I mean that item is to be revised or altered whatever it is and it is to be maned accordingly date of Entry time and commencement and conclusion of the meeting shall be recorded minutes of the preceding meeting shall be noted at the next meeting and the same shall be minuted you don't need to confirm you don't need to approve the previous minut some people got a wrong notion that you have to confirm the minutes you have to approve the previous minutes you have to Simply take a note of the next meeting minute shall be recorded within 30 days of the conclusion of the meeting at the date of Entry of such minute shall be recorded in the minute book R jur has imposed a penalty of 175,000 rupees on the company and two directors as the minute book didn't contain the date of entry in the Minutes book time or conclusion of the meeting date and place of signing and each page was not initial by the chair again the same thing friends this is all trivial issues we take normally that somebody else might be also putting the date that also as I was telling that it may amount to a non- complains finalization of the minutes within 15 days from the date of the conclusion of the meeting the draft minutes are to be circulated to the directors earlier what used to happen was the draft minutes used to come to the directors along with the agenda for the next meeting that means after three three and a half months theyed to have the minutes of the previous meeting and none of them are able to remember what exactly has transpired in the previous meeting Cil that practice it is said that within 15 days from the conclusion of the meeting the draft minutes are to be circulated and inviting that any kind of uh comments about from the directors or remarks from the directors and such minute shall be circulated to all the members of the board of the committee as on the date of the meeting for their comment that means only not only the present director the directors who could not attend the meeting till you have to give them the draft minutes and those directors who are not even present at the meeting still they can express their descent for any particular agenda item or they can give any kind of comments and their descent is to be recorded if they are keeping quiet they're not commenting on the minutes they are not expressing the dissent if they are not agreeing to that th silence will be taken as if they are giving concurrence to the minutes tomorrow he can if any issue comes he cannot say that look I am not a party to the decision because you have become a party to the decision because of your silence if a director uh this is okay Circle but this particular provision will not be applicable where the director has to ratify a decision and he abstains from such ratification then it shall not be presumed that he has approved it circulation of signed minutes a director who seizes to be a director after meeting is entitled to receive the draft minutes as well as he can comment upon irrespective of whether he attended the meeting or not that means what suppose if a director today sixth of the what's called as December the board meeting has sorry the the draft the board meeting has taken place and tomorrow I cease to be a director and down the line after 10 days the draft minutes were C ated I was not a director at that point of time but still the draft minutes are to be given to me also because I attended the meeting I was rather I was a director of the company on 6th December whether I attended the meeting or not it is irrespective of that the draft minutes are to be provided to me despite the fact on the day when I have received the draft minutes I might not be a director but still I can stress my descent and why descent is to be recorded copy of the sign minutes certified by the company security are to be circulated this is again it insulates the directors because they are having a copy of the sign minutes tomorrow there is no scope at all that draft minutes are provided to you something and the ultimately the final minutes which were signed by the chairman of the company which have gone into the record is something else that should not happen that's why this provision is there but there was certain sensitivity of the issues are concerned when the sign minutes are going to the directors it may fall into wrong hands and all that's why a provision has been made that if you take a waiver from the directors concerned considering the sensitivity of the minutes the directors have a right to wave that okay don't circulate the signed copy of the minutes to us if that waiver is given one time it will be there then the company is not under obligation to circulate the side minutes another important feature inspection and extracts of the minutes as I told you that a director is entitled to inspect the minutes of the meeting held before the period of his directorship also very clearly provided in Secretary standard one if I am a director appointed today and it is a 50y old company I can you know ask the company secretary please show me the previous 50 or minutes I want to read that my intention may be anything but I am a director of the company and you have to I got a legal right to do that a director entitled to inspect the minutes of the meetings held during the of his directorship even after he seizes to be a director that means till 6th December I a director and tomorrow I cease to be a director because my two terms of five years each as independent director is over down the line after 6 months I want to inspect the minutes of the meetings I though I not a director but still I can ask for the inspection of the meetings fa in I was a director there be the 10 year minutes where I was an independent director I have a right to inspect them I also have have a right to ask for extracts of the minutes of that meeting also certified copies of the resolution may be given immediately when they were approved but extracts of the minutes are to be given only the draft minutes are finalized and the minutes are to be recorded within 30 days and several times what happens is people say that it is there on my computer and when the minutes are to be signed by the chairman at the next meeting or maybe before the next meeting they take the print outs that is not the correct procedure recording the minute me after once that is finalized you have to take a print out of the minutes and you have to keep it with you that is called as recording of the minutes you may get it signed subsequently but within 30 31st day if the Aros comes for inspection ask you to show the minutes of the meeting held previously which was the last meeting you should be able to show the print out if you say that I will take a print out and show you Dem mon to non- compliance with this I conclude my presentation as far as SS one is concerned now let me go to SS2 quickly applicability again to all the companies except that one person companies a company licensed under Section 8 and section eight companies need not comply with applicable provisions of the ACT relating to General BS principles of the standards are mut mut is applicable to meetings of debenture holders and creditors and even the following meetings also to be governed by the standard that is members or class of me that me class meetings or even the meetings which are convened under the directions of NT every member of the company legal representative of any decision member or the ass of an insolvent member or the Liquidator they're entitled to receive the notice also the ACT 2013 provides for auditor or Auditors of the company including cost Auditors have to be given the notice but unfortunately in the ACT if I'm not wrong the secretary Auditors have been left out SS2 has taken care of that every director of the company is to be given the notice especially in case of private companies or closely held public companies they may think that director's notice why it is to be given suppose if tomorrow if the ROC comes for inspection you should be able to show that you have given notice to the directors you have given notice to the AUD s where are the copies of the notices you may have to prove it by simply not maintaining a paperwork it will not be accepted notice shall be sent to every member of the company means what a question always comes whether the preferent shareholder is to be given the notice of the AGM or not answer to that is the notice shall be sent to every member of the company and a preference shareholder is a member of the company because section 2 subsection 55 member includes the holder of both Equity as well as the preference shares and even section 101 doesn't qualify the term member entitled to vote it is not said that it is to be notice is to be sent to all the members of the company every member of the company not member who is entitled to vote because of that if you have preference shareholders please ensure that the AGM notice or any general meeting notice is given to the preference shareholders also they have right to attend the meeting but they don't have a right to speak at the meeting they don't have a right to vote at the meeting because they're not concerned with that particular agend items and all because they don't have a I mean they're not entitled to participate in the discussion or to vote at the meeting but they can attend the meeting definitely they will not be a part of the Quorum also notice to secretary Auditor in terms of clause 4.3 of SS2 the secretary auditor or his author representative is required to attend the AGM this is how a notice of the AGM is to be given to the secretary aitor also because he is under obligation to attend the annual General meetings hence notice is to be of AGM should be given to the secretary auditor also and secretarial auditor only for AGM it he under obligation but for other meetings it is the discretion of the company to ask him to attend or not to attend if he is asking to attend obviously has to give a notice but secretary auditor as such has no right to attend the general meetings he has a right to attend the agms only notice shall contain root map and prominent landmarks if any except in case of following cases a company in which only directors and the relatives are members a holy one subsidary company you don't need to have it but in nowadays meetings are being held in virtual mode only so obviously this particular is not that relevant up to December 31st this is been extended General meetings may be held in any place within India whereas meeting called by requisitionists as we all know that more than 10% of the people entitled to vote they can all always convene I mean ask the company to convene a meeting that is called a meeting convened called by the requisitionists that shall be held at the registered office where the is situated resolutions are in respect of the items which are special business each such item shall be in the form of a resolution accompanied by an explanatory statement the question always comes in case of ordinary business whether resolutions are required answer is no can a company pass for ordinary business also resolutions answer is yes is up to you some companies provide resolutions for ordinary business in the notice itself and some companies they don't provide they just give that item only approval of financial results blah blah blah and all those things some companies say no even the give a draft resolution also it is a practice followed by them but both are okay but in case of special business you have to mandatorily provide a resolution and also to be supported by an explanat statement other than the AGM any business you are proposing that will be considered as a special business only so resolution is mandatory as well as the explanat state notice and accompanying doent shall be given at least 21 clear death notice earlier there used to be a confusion in the previous act some people used to say 21 days notice is required some people say 23 notice 23 days notice is required some says 25 days notice is required SS2 very clearly says that 21 clear days means that you have to exclude the date of dispatch you have to exclude the date of the meeting that means what 21 plus 2 days if if you are sending that notice in a physical mode another two days are to be added for the postal Transit that means 23+ 25 days notice if you are sending the notices in a virtual mode you have to send it 23 days before some people take it as 21 days is sufficient which is not correct according to me because the date of the email what you are sending is to be excluded the date of the meeting is to be excluded and 21 clear days is to be given so 21 + 2 23 days notice is required meetings even the general meetings or agms may be convened at a shortterm notice with the consent of 95 members in writing please ensure that shorter notice consent is to be taken in writing oral is not valid 95% of the members earlier it used to be that 100% for AGM and for 95% for egms but now it is completely and the same thing 95 members in writing consent of 95 members and not 95% of the oting members oting power so if you have 100 members 95 has to give you the consent to hold the meeting at a shter notice but please remember that when you are having that 95% can I take the consent today from 95% of the people and hold the meeting today itself answer is no because the remaining 5% who have not given you the consent to hold the meeting at a shortterm notice they are entitled to appoint proxies and proxy Provisions are mandator companies have to comply with so because of that you have to give that to launch the proxies 48 hours before the meeting so in case you have only the 95% of the consent of the members you can hold the meeting only after two days not on the very same day suppose if I am having the meeting on the 6th of December I have received the consent from 95% of the members I can hold the meeting on 9th of the December not on 7th of December if I have to hold the meeting say for example 6th I have received the consent I want to hold the meeting on 6th itself then I have to ensure that 100% consent of the members is to be taken the moment I have that I can hold the meeting even today itself also consent need not be taken prior to sending the notice when I'm sending a notice before that I need to have the consent answer is no you can send the notice and consent form together also to the shareholders only thing what you have to ensure is that before holding the meeting you have to have the consent of all the people and that you have to establish it also suppose on 6th of December at evening at 5:00 I am holding an AGM or egm at a shter notice I should be able to establish that before that 5:00 I have 100% consent of the shareholders I have received it that I should be able to establish before the regulator no business shall be transacted at a meeting if notice is not given according to this standard no items of business other than those specified in the notice and those specifically permitted under this act shall be taken that means there is no supplementary agendas in case of General meetings or agms once a Mee is convened on June notice it shall not be postponed or it cannot be cancelled except for Force measure reasons they may be ad joined at the meeting but you cannot all together cancel a meeting if it has to be cancelled for any Force measure reason say for example removal of a director you have convened a meeting and before the meeting takes place the director resigned then what you will do there will you remove him a person who has resigned already you will remove him maybe that is a force measure reason not less than 3 days ination is to be given to the members in case of adjin meeetings though meeting is postponed remote EV voting need not be postponed however scrutiny cannot take place sometimes it may so happen that I already announced the EO eting dates and all for some the the reasons which are permitted I'm postponing my general meeting but e voting need not be postponed but obviously unless until the meeting held the scrutiny cannot take place the counting cannot take place quum again the same thing throughout the meeting the quum should be there and members voted in the remote e voting they have a right to attend the meeting some people have a wrong notion that once you attend in the eting you cannot attend the meeting no they have a right to attend the meeting because he is a member and he will also be counted for the purpose of Corum despite because for the purpose of Korum it is not the people who have the I mean no voting right is there he has casted his vote but still he will come and he will be counted for the purpose of Korum similarly a related party who is not entitled to vote at the meeting he has no right to I mean to cast his vote but he got a right to attend the meeting and he will be also counted for the purpose of Quorum the presence of preference shareholders should not be counted for the purpose of Quorum this I have mentioned to you already they have a right to attend the meeting but they cannot participate or vote at the meeting if all the members are present in person the proceedings is still valid even if the Articles require more than total number of members so under the ACT maximum number of members required for the purpose of the quum is only 30 people suppose the articles of the company says you you require 50 people unless until you have 50 people present at the meeting you it will not constitute a quorum but it so happened because of the transfer of the shares and all that 50 have become now 35 and all the 35 members attended the meeting that itself is the Quorum despite the fact in the Articles you provide 50 you don't need to create 50 people the 35 are the members as per the ROM all the 35 attended the meeting itself will be the Quorum as I told you Quorum shall be there throughout the meeting proxy is a very important thing in the good olden days a company secretary unless until he's well versed with the pract with the proxy related Provisions I don't know how many company Securities are well was in these days about the proxy related Provisions because when I became a member of this Institute there used to be some kind of shareholders who used to Black asset in those days you can say before the meeting of course so for a good company secretary how to conduct hm how to conven an HM and the proxy related Provisions are all very very important especially in case where the meetings are being held where there are some family FS or anything is there these days virtual meeting the the relevance of proxies are almost gone so people are not bothering for that but when the physical mode Arena comes back the proxy related provs will also become very important if any director unable to attend the meeting the chairman shall explains why the the director has not not present himself the chairmans of audit committee NRC and SRC or any authorized member of such committee shall attend the general meetings because the chairmans are supposed to attend the meetings due to any reason if they are not able to attend at least a member of that particular committee shall attend Auditors shall attend General meetings and secretary auditor shall attend the agms if they are not able to attend they can send a representative but who is supposed to be qualified to be appointed as a auditor or secret auditor of the company proxies need not be a member anybody can be appointed as a proxy Pro preference shareholders has a right to they they don't have a right to vote but they can attend the meeting and they can also appoint a proxy a proxy can act on behalf of the members not exceeding 50 and holding in the aggregate not more than 10% of the total share capital of the carrying voting rights that means if there are a proxy for one person who is carrying more than 10% of the total share Capital carrying voting rights then he can be only for one member he cannot be for the remaining 49 members if the proxy is appointed of more than 50 members he shall choose in such cases any 50 and confirm before commencement of inspection period that means suppose a proxy has been 100 proxies have received appointing only one person because he cannot exceed 50 he has to choose otherwise the company has to take the first 50 and reject the remaining 50 in case proxy fails to do so company shall do it as I told you already member holding more than 10% of total share Capital carrying voting rights May appoint a single person in such case he shall not act as proxy for any other member proxies can OT only at a poll where he has no right to speak he cannot vote on a show of hands he has no right to speak however chainman may allow him to speak but as such he don't have any legal right to speak at the meeting sometimes a question comes can a proxy vote in the eting you yourself can answer that whether you cast a eting whether proxy is required validity of the proxy is valid only for the meeting or for any adment thereof you cannot give a proxy in duty every meeting you have to give a separate proxy and you have to be lodged in 48 hours before the meeting unstamped or IND stamped proxies are not valid doesn't State the name of the proxy still not valid that means proxy form is to be properly filled in any kind of deficiency in the proxy form it will be invalidated and in case multiple proxies for the same holding of a member the proxy which is dated lost shall be considered valid that means today I appointed a proxy Mr a tomorrow I have appointed another person Mr B and day after tomorrow Mr C and lodged three proxies on different dates ultimately the last proxy will be counted for the purpose authorizations that in case of companies when they are members obviously they will give authorizations and in case of e voting the letter of appointment of Representatives of the president of India or governors of the state or of the corporations they all have to be received before the scrutinizer starts his scrutiny they shall be received by the scrutinizer directly or by the company before the closure of the E voting after e voting is closed if the authorizations are not submitted scrutinizer is well within his rights to invalidate that particular vote the proxy holder shall prove his identity at the time of attending the meeting proxies can be revoked this question quite often it comes once I appoint a proxy is it necessary I have to continue with it no proxies can always be revoked despite the fact I appoint a proxy and my proxy is attending the meeting still I feel like attending the meeting if I come personally attending the meeting only I have a right to vote he has no right to vote but suppose if both of us have voted only the the vote casted by the member will be taken and proxy vote casted by the proxy will be invalid proxies so in the request a member can request inspect the proxies but a member's request for inspection of the proxy register is not entitled for several times it may so happen they ask for proxy register because you will give everything in a platter for him how many proxies are valid how many are invalid for what reasons it is so and all that way you have to maintain a proxy register sometimes people ask for that but they legally they don't have any right for that only they have a right to inspect the proxies thousands of proxies may be there let him go and S that don't allow them to take any photographs and all these things also he has to Simply make his own notes whatever it is and all but he cannot ask for the photocopy of the proxies he cannot even take with his mobile the proxies photographs and all those things also proxies shall be made available for inspection 24 hours before the meeting only and not before that sometime people will come before one week they ask you okay whatever the logic till date you show me that no only 24 hours made before the meeting you will give the inspection or prior to that voting every resolution except a resolution which has been put to vot through remote EV voting or on which poll has been demanded shall be proposed by a member and seconded by member that means e voting the resolutions which are proposed by E voting or where the call is demanded you don't need to have a presenter proposed or by seconded by but for V on show of hands where it is there especially and where the poll is not demanded you have to have a proposer and a seconder though a proxy because a proxy cannot speak at the meeting he cannot propose a second also every company having its shares listed on a recognized Stock Exchange or having more than thousand members you have to provide e voting unlike postal ballot facility of remote EV voting doesn't dispense with the requirement of holding a general meeting every company which has provided the means what suppose if you have say 5,000 members all the 5,000 members have voted in the eting but still you have to hold the meeting because eting doesn't allow you to dispense with holding a meeting every company which has provided eting facility shall also put every resolution through a balance process at the meeting that means though the eting is there but the people some people they want to listen to the directors or the chairman then he want to decide how he wants to cast his vot that's why the provision has been made despite the fact the eting facility is provided still if to cast the votes at the meeting in a physical ballot that means in a conventional method or a e eole you may organize that proxy can vote in the ballot process and can't vote on a show of hands though a proxy can't speak he has a right to demand a poll together with other persons in case of vote and show of hands every member shall have only one vote that means whether I have one share or one lakh shares in case of vote on show of hands I have only one vote in case of a poll or Postal ballot if I have one share one vote if I have one lakh shares I have one lakh votes once the resolutions are proposed they are not supposed to be withdrawn if they are likely to affect the market price of the security they shall not be withdrawn reposed through e voting shall not be withdrawn after the eting has been done they shall not be resigned it otherwise then by way of a resolution no modification to the resolutions which are proposed by remote EV voting for others modification shall not alter the substance of the resolution because when the resolutions are not proposed through eting you can still modify those resolutions you can put a motions you can propose it for for Amendment of the resolution the meeting but that modification should not be a substantial modification which is changing the summary and substance of the resolutions Al together audit reports when they are qualified those are to be read at the meeting otherwise the audit reports need not be read any qualification any kind of thing that if suppose if the the obviously they have the directors have to address those qualifications in the boards report so while reading the audit report at the meeting the attention of the members is to be drawn to the explanations or comments given by the board in their report distribution of gifts this is we know that this was a big nuisance which was there at one point of time virtually the some glal shareholders used to Blackmail the companies but cuty SS2 this practice has been ctail to a large extent it says very clearly it prohibits that no gifts or gift coupons or cash in Leo of gifts shall be distributed to members at or in connection with any meeting a famous case we all know that in Madras fertilizer limited case gift cards were distributed in violation of the Clause the company was levied rupees 25,000 and MDS 5,000 and whole time director so total is about 35,000 rupees sorry whole-term direct also 5,000 or not 50,000 that is a by mistake so total amount of 35,000 was they have approached the Rd they have appealed to the Rd on the ROC order Rd has set aside the penalty on the company and direct s and issued instructions to R to issue a notice to the company secretary alone and proceed against the company Secretary of the company only because he says that it is a responsibility of the company secretary to comply with SS2 which he has not complied with so he is to be held responsible not the executive directors so a in his order stated that it is the duty of the company security to take most care that the company complies with all the second standards again the same thing sometimes we take distribution of gifts a trival issue how does it matter it is a is a friendly gesture towards the shareholders but law does not recognize these kind of excuses if it says no it means no adjin meetings a Julie conven meeting shall not be adjoined unless circumstances so war that me Force measure reasons chairman May adjin a meeting with the consent of the members or for want of a quorum a join meeting for a period less than 30 days or that a notice has to be not not less than 3 days notice is to be given if it is more than proper notice is to be given with 21 clear this notice if a meeting other than an AGM or a requisition meeting stands adjin for want of Quorum the adj meeting shall be held on the same day in the next week same time and place in case of a requisition meeting if the quum is not present within half an hour the meeting shall stand cancelled it is not postponed B it is not adjin meeting requisition meeting is all together cancelled if the quum is not present at an adjin meeting only unfinished agenda can be taken and no fresh agenda can be added or taken up the resolutions passed at an adjin meeting shall be deemed to have been passed on the date when the original meeting was proposed suppose if it was 1st December subsequently the meeting was adj to 15th of December where in the resolution was passed but it will have an effect as if it was passed on first December only adjoined meeting shall also be held within a gap of 15 months or such extended period permitted by the ROC an adjin meeting for want of Quorum or otherwise shall not be held on a national holiday in case of agms that the adjin meetings shall not be held on a national holiday whereas in case of a board meeting also the same thing it is not to be held minutes of the meetings as I told you that members have a right to inspect the the the minutes of the meeting within 30 days the minutes are to be recorded So on a 31st day if a shareholder comes and ask for inspection of the meeting you not able to provide it may amounts to a non-compliance but if the members are coming for inspection within 30 days you can always say that the minutes are it to be finalized and you can come on SO date and can have the inspection in the case of stet breeding and research forms private limited AGM minute book didn't contain the date of entry in the minute book and time of conclusion of the meeting again R jur has imposed the penal Provisions distin minute book shall be maintained resolutions passed by postal ballot shall be recorded in the minute book of General meetings the number of members present in person including Representatives shall be recorded the number of proxies and the number of shares represented by them shall also be recorded in the minutes minutes are should be signed by the here unlike board meeting you cannot say that chairman of the this meeting or chairman of the next meeting will sign it because chairman of the meeting has to sign the the minutes of the meeting in case of any event of death or inability of the chairman to sign the meeting the board May authorize any other director who will sign the particular minutes thank you very much for your patient listening now a time has come for us to take the questions thank you very much thank you very sir for those valuable insights and for giving us the intricate details of Secretarial standards so we have received numerous queries but due to shortage of time we'll be taking only a couple of them uh so so the first question sir is in the form of an example suppose a company has uh conducted special business in an AGM and has passed a special resolution now the board wants to cancel that resolution for whatever reason so can the board resign that resolution by taking approval of shareholders in an egm in a subsequent you have to call you have to call a separate meeting again and you have to withdraw that resolution with proper again you have to explain in the explanatory statement what is the reason for that the resolution which was approved previously by the shareholders why the resolution is withdrawing and you if the shareholders approve that you can withdraw the resolution and second similarly let me also say that once you pass a resolution it is not necessary for the board to act upon that immediately so for example if you are giving the board the borrowing powers or powers to invest the funds of the company beyond the stipulated limits it is up to the board when to utilize that power it not necessary immediately it is to be done the next question is uh are secretarial standards applicable on monitoring Committee of a company once the company enters the corporate insolvency resolution process it won't be enough only forther it is very clearly mentioned that only committees constitute under the companies act the ss1 is applicable not on any other committee other than that mean which is constituted as I told you given an example that under the sa listing regulations you have to constitute a risk management committee and ss1 strictly speaking it is not applicable to that because it is not a compit constituted under the compan act the next question is Sir how short can the notice of a general meeting be can the notice be given and the meeting be conducted on the same day yes I told you that already you have 100% consent suppose at 10:00 I have received the consent of all my shareholders 100% in case of a private company two shareholders are there in case of a Clos public company seven shareholders are there taken the consent of them the moment I have that next minute I can give a notice and I can hold the meeting technically yes you can uh so we have received the next query from many participants uh how should the attendance register be be maintained if the meeting is conduct conducted electronically and should it even be maintained since it's conducted electronically I told you that in case of a board meeting if you are conducting it electronically that means in a virtual mode any director attend the meeting in a virtual mode if all the directors are attending in the virtual mode you will maintain the attendance register giving the names of the directors mentioning that they have attended through a VC I mean in the in the virtual mode or a video conferencing mode and the company secretary has to auth the attendance register and he has to maintain that that is how we distribut okay so the next question is should the series of serial number for meetings be uh maintained separately for each year or should it be continued since formation it is mentioned that it is consecutively to be numbered so you have to have that completely right from one to onwards okay some companies they have not supposed right from the beginning if they are not maintained at least because SS one is started applicable from 1 July 15 sometimes you know because earlier giving a serial number to the meetings was not mandatory so people were not giving uh the the serial number to the board meetings so ss1 very clearly mentioned that from 1st July 2015 onward start giving a serial number to the meetings that serial number to the meetings are concerned you can say first meeting of the financial year so and so like that you can do it or 1 2 3 4 and onwards you can continue also the choice is yours as far as the minutes are concerned you have to concu mention it right from the time the Inception of the company that is how it is ss1 is Dred for and even the law requires that consecutive number means right from one to onwards so the next question is uh as per secretarial standards the minutes have to be signed by the chairman of that meeting or the chairman of the subsequent meeting so if the minutes are signed by the chairman of the subsequent meeting how to comply with the 30 days timeline 30 days only you have to to record the minutes 30 days within 30 days you don't need to sign the minutes because in the law it is clearly provided the minutes can be signed by the chairman of this meeting or chairman of the next meeting law itself provides that so they're not asking about the signature they're asking about only the recording that's why so the meaning of the recording means you have to finalize the minutes take a print out of the minutes and keep it ready for Signature if in between the time if R comes for inspection or any investigation and all if you ask for the minutes you should be able to give them the physical copy if you are maintaining it the minutes in a physical mode if you are maintaining it in electronic mode of course you can show that thing also to him it is up to you uh so the last question is can the minutes be inspected by statutary Auditors as part of their audit process yes even the statut Auditors can inspect even the secretary Auditors can inspect but according to me strictly speaking they cannot ask for a copy of the minutes they can in respect the board minutes only as a part of their audit process similarly investigators okay or even The Regulators they may when they come for inspection investigation they can inspect the minutes and of course they can also ask for copies of that and all those things they're empowered to do that thank you sir thank you for addressing those queries so with this we come to the conclusion of this webinar I'd like to thank all the participants for joining us and actively participating in this session I'm happy to announce that we have close to 6,500 members who have joined us for this webinar today I request thanks very much an before before you close the meeting let me just have one or two minutes let me take this I also convey my sincere thanks once again and gratitude to the icsi for giving me this opportunity at the same point of time my humble appeal submission advice recommendation to all the participant is that kindly be thorough with ss1 and SS2 also with the guidance note because lot of efforts have gone into that at any point of time you have any kind of doubt don't depend upon WhatsApp universities please refer to the SS one or the guidance note thereof at the same point of time ss3 and ss4 are concerned though they are recommendatory but try to implement or practice that as much as possible because that is going to discipline you only at the same point of time though it is not part of SEC standards there are four guidance notes are there the independent directors Corporate social responsibility related party transactions and your trading regulations these guidance notes are according to me with the experience of almost 40 years as a company secretary let me tell you that whenever a question comes I always refer to them I don't even refer to be acts and all because panormus kind of knowledge is given in the guidance notes again the same thing several times I see that people ask the questions in the WhatsApp somebody give a wrong answer they simply take it as a gospel truth my humble submission is please pick up the guidance note refer to that you will definitely find a solution for that thanks very much once again God bless you all you can go ahead and thank you sir I request all the participants to continue showing us your support by joining us every Wednesday at 3M for the series because there are more such webinars lined up on very relevant and useful topics that will surely help you in your everyday work life so stay tuned also these webinars are uploaded on the YouTube channel of The Institute so you can always go back and watch these webinars as and when you may require so finally I would like to express my sincere gratitude to our esteemed speakers CS nagendra ra and CS sudhakar sarasah for taking this session sir your session has not only enhanced our level of understanding of Secretarial standards but has also provided our participants with a practical guidance so as to help them navigate the intricacies of professional challenges that they may encounter in their day-to-day work thank you once again for your time and dedication for imparting this knowledge sir as pleas and record my appreciation and you have excellently compared this program and anchored this program my compliments to you thank you sir thank you thank you everyone keep learning and keep striving for excellence thank