After due deliberations, the Institute of Company Secretaries of India (ICSI) has amended Secretarial Standard (SS-1) & Secretarial Standard 2 (SS-2), and they are to come into effect from 1st October 2017.  

This got necessitated because of a slew of amendments and clarifications which further prompted a need to bring the standards in alignment with provisions of the Act and the recent changes thereon.

Here’s a look at some of the changes brought in SS1 & SS2

SS-1

  • Section 8 companies and OPC have been exempt from the applicability of the Standards
  • Only the committee of the board constituted by the Act is considered as committee for SS
  • As per revised SS-1, an adjourned Board meeting as well as adjourned Board meeting can be held on a National Holiday.
  • Speed post and registered post are acceptable modes of sending Notices, Agenda or notes. Sending by courier has been restricted.
  • Companies have to mandatorily maintain copy of proof of sending Notice for at least 3 years from the meeting date.
  • Any additional or urgent matter can be taken up with the permission of the Chairman and majority of directors present in the meeting. Consent of independent director is not mandatory.
  • Strict requirement of holding a Board meeting every calendar quarter has been done away with.  The Company needs to hold Board meeting at least four times in a calendar year with a maximum of 120 days interval between two consecutive meetings
  • A director, even after his retirement, can inspect the attendance register for the period of his directorship.
  • The request for leave of absence of a director can be communicated to any person authorized by the Board to issue Notice of meeting
  • As per the revised standards, a director in case of a private company, can participate in such item after disclosure of interest. However, he will not participate in a related party transaction.
  • Company has to maintain proof of sending draft minutes for at least 3 years.
  • Any alteration in the minutes can be done by express approval of the board in the subsequent meeting and this shall be noted in the minutes of such subsequent meeting.
  • The Directors report has to mention a statement that the company is in compliance with the secretarial standards

SS-2

  • Section 8 companies and OPC have been exempt from the applicability of the Standards
  • The Notice for General meeting shall be simultaneously hosted in website till conclusion of the meeting.
  • AGM Notice should also specify the serial number of the meeting
  • For ordinary business, Resolutions are not required to be stated in Notice.
  • In case of resolutions where remote e-voting is demanded or where a poll is demanded, the need for proposing and seconding the resolution has been done away with.
  • Private companies are not required to give notice and accompanying documents 21 days in advance of the meeting, if Articles provide otherwise.
  • Scrutiniser will have to submit his report to the Chairman or authorised person within 3 days of the meeting. This, however, will not impact listed companies.
  • Company can maintain minutes in physical or electronic form. No need of time stamp on electronic minutes. And the minutes book can only be kept at the registered office of the Company.

The revisions are aimed to improve the ease of doing business and has factored the suggestions of various stakeholders.

Businesses having its origin in India and which have established separate entities in Singapore, also need to have a closer look at the changing conditions and structure of market, to balance the equity share among the entities and the employees. If either of the business entity stumbles in the market place, competitor makes an easy way to eliminate the competition to his business. Thus, in such cases, where businesses have to stabilize their share and competition together, it is advised to business to take help from experts, having expertise in research, analysis and solutions guidance. In such conditions, consultancy firm such as IBS Singapore, who have in depth knowledge about both markets (Market of origin and market of global entity) can be helpful in managing the finances, business structure and plan and giving an overall security to business, in terms of business equity management and balanced financial module. IBS Singapore helps in setting up of business entity in Singapore, and forward it determines the company tax structure with its service of offering tax structuring and advisory services in Singapore. IBS Singapore works as a guardian to businesses in Singapore by providing them with information security management service, shielding it in the market competition. At the later stages, when the business entity initiates its closer, IBS Singapore helps it through its services of providing assistance to winding up and closing down of the company, to ensure maximum return of investment to company buyers and sellers.

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