comparison chart on revised secretarial standard

1. CS MANISHA SHARMA
CONTACT NO:- 0361-25421162
ID:-11manishasharma@gmail.com
First version : April 2015 (effective from 1st July, 2015)
Second version (Revised) : June 2017 (effective from 1st
October, 2017)

2. EXISTING SS-II REVISED SS-II
This Standard is applicable to
all types of General Meetings
of all
companies incorporated under
the Act except
a) One Person Company
(OPC) and
b) class or classes of
companies which are
exempted by the
Central Government
through notification
This Standard is applicable to all
types of General Meetings of all
companies
incorporated under the Act except
a)One Person Company (OPC)
and
a company licensed under Section 8
of the Companies Act, 2013
or corresponding provisions
of any previous enactment thereof.
SCOPE
CS MANISHA SHARMA

3. EXISTING REGULATION REVISED REGULATION
In case of companies having a
website, the Notice shall be
hosted on the website.
In case of companies having a
website, the Notice shall
simultaneously be hosted on the
website till the conclusion of
the Meeting.
In case of a private company, the
Notice shall be hosted on the
website of the company, if any,
unless otherwise provided in the
Articles
CS MANISHA SHARMA
NOTICE

4. EXISTING REGULATION REVISED REGULATION
Notice shall contain complete
particulars of the venue of the
Meeting including route map
and prominent land mark for
easy location. In case of
companies having a website,
the route map shall be hosted
alongwith the Notice on the
website
Notice shall contain complete
particulars of the venue of the
Meeting including route map
and prominent land mark, if
any, for easy location except in
case of –
(i) a company in which only
its directors and their
relatives are members;
(ii) a wholly owned
subsidiary.
CS MANISHA SHARMA
CONTENT OF NOTICE

5. EXISTING REGULATION REVISED REGULATION
Annual General Meetings shall
be held either at the registered
office of the company or at
some other place within the
city, town or village in which
the registered office of the
company is situated
Exception to earlier rule:- In case
of a Government company, the
Annual General Meeting shall be
held at its registered office or any
other place with the approval of
the Central Government, as may
be required in this behalf
CS MANISHA SHARMA
PLACE OF AGM

6. EXISTING REGULATION REVISED REGULATION
The request for consenting to
shorter Notice and
accompanying documents
shall be sent together with the
Notice and the Meeting shall
be held only if the consent is
received prior to the date fixed
for the
Meeting from not less than
ninety five per cent of the
Members entitled to vote at
such Meeting.
Exception to earlier:- In case
of a private company,
consent for shorter Notice
shall be obtained from such
number of members as
specified in this earlier
provision, unless otherwise
provided n the Articles
CS MANISHA SHARMA
SHOTER NOTICE

7. EXISTING REGULATION REVISED REGULATION
An instrument appointing a Proxy
shall be either in the Form
specified in the Articles or in the
Form set out in the Act.
An instrument appointing a Proxy
shall be in the Form prescribed
under the Act. Such instrument
shall not be questioned on the
ground that it fails to comply
with any special requirements
specified by the Articles of a
company
CS MANISHA SHARMA
PROXY FORM

8. EXISTING REGULATION REVISED REGULATION
Deposit of proxy Proxies shall be
deposited with the company either
in person or through post not later
than forty-eight hours before the
commencement of the Meeting in
relation to which they are deposited
and a Proxy shall be accepted even
on a holiday if last date by which it
could be accepted is a holiday.
In addition to earlier provision:- In case of
a private company, the Proxy shall be
deposited with the company in accordance
with this Para, unless otherwise provided
in the Articles. In case of remote e-voting:
(i) the letter of appointment of
representative(s) of the
President of India or the Governor of a
State; or
(ii) the authorisation in respect of
representative(s) of the
Corporations;
shall be received by the
scrutiniser/company on or before
close of e-voting.
CS MANISHA SHARMA
DEPOSIT OF PROXY

9. EXISTING REGULATION REVISED REGULATION
However, a Proxy shall be a
Member in case of companies with
charitable objects etc. and not for
profit registered under the specified
provisions of
the Ac
However, a Proxy need not to be a
Member in case of companies with
charitable objects etc. and not for
profit registered under the specified
provisions of the Act.
CS MANISHA SHARMA
PROXY(SHALL BE MEMBER OR NOT)

10. EXISTING REGULATION REVISED REGULATION
Every Resolution shall be
proposed by a Member and
seconded by another Member
Every Resolution, except a
Resolution which has been put
to vote through Remote e-
Voting or on which a poll has
been demanded, shall be
proposed by a Member and
seconded by another Member.
CS MANISHA SHARMA
RESOLUTION(PROPSED&SECONDED
)

11. EXISTING RULE REVISED RULE
The Chairman shall order a poll
upon receipt of a valid demand
for poll either before or on the
declaration of the result of the
voting on any Resolution on show
of hands
In addition to earlier rule:- In case
of a private company, the poll shall
be conducted in accordance with
this earlier provision , unless
otherwise provided in the Articles.
CS MANISHA SHARMA
OREDE OF POLL

12. EXISTING REGULATION REVISED REGULATION
The company shall ensure that it
uses a system which produces
confirmation of the total number of
recipients e-mailed and a record of
each recipient to whom the Notice
has been sent and copy of such
record and any Notices of any failed
transmissions and subsequent
resending shall be retained by or on
behalf of the company as ‘‘proof of
sending’’. No such time has been
prescribed earlier.
The company shall ensure that it uses a
system which produces confirmation of the
total number of recipients e-mailed and a
record of each recipient to whom the Notice
has been sent and copy of such record and
any Notices of any failed transmissions and
subsequent re-sending shall be retained by or
on
behalf of the company as “proof of sending”
for such period as decided by the Board,
which shall not be less than three years
from the date of the Meeting
CS MANISHA SHARMA
RETENTION OF RECORD OF NOTICE

13. EXISTING REGULATION REVISED REGULATION
Minutes Books shall be kept at
the Registered Office of the
company or at such other
place, as may be approved by
the Board
Minutes Books shall be kept at the
Registered Office of the company .
(NOT AT ANY OTHER PLACE)
CS MANISHA SHARMA
MINUTES BOOKS

14. EXISTING REGULATION REVISED REGULATION
Minutes of Meetings, if
maintained in loose-leaf form,
shall be bound periodically
depending on the size and volume.
Minutes of Meetings, if
maintained in loose-leaf form,
shall be bound periodically at
least once in ever y three years
(word size & volume has been
removed)
CS MANISHA SHARMA
MINUTES IN LOOSE LEAF

15. EXISTING REGULATION REVISED REGULATION
The result of the voting with
details of the number of votes cast
for and against the Resolution,
invalid votes and whether the
Resolution has been carried or not,
along with the scrutiniser’s report
shall be displayed on the Notice
Board of the company at its
Registered Office and its Head
Office as well as Corporate Office,
if any, if such office is
The result of the voting with details of the
number of votes cast for and against the
Resolution, invalid votes and whether the
Resolution has been carried or not, along
with the scrutiniser’s report shall be
displayed For at least three days on the
Notice Board of the company at its
Registered Office and its Head Office as
well as Corporate Office, if any, if such
office is
CS MANISHA SHARMA
DISPLAY RESULT OF NOTICE

16. EXISTING REGULATION REVISED REGULATION
“Secretarial Auditor” means a
Company Secretary in Practice
appointed in pursuance of the Act
to conduct the secretarial audit of
the.
To bring in more clarity to the
definition of “Secretarial
Auditor”. A firm of Company
Secretaries may also be appointed
as Secretarial Auditor by the
corporates and accordingly the
addition is made.
CS MANISHA SHARMA
SCRETARIALAUDITOR

17. EXISTING REGULATION REVISED REGULATION
No such provision earlier
regarding numbering of notice
of AGM
Notice of Annual General Meeting
shall also specify the serial number
of the Meeting.
CS MANISHA SHARMA
NUMBERING OF NOTICE

18. CS MANISHA SHARMA
CONTACT NO:- 0361-2542116
ID:-11manisha sharma@gmail.com