exposuredrafts-icsi（12页）.docVIP

EXPOSURE DRAFTS (Last date for comments : 30th September, 2008) PROPOSED SECRETARIAL STANDARDS SS-7, SS-8 AND SS-9 The following is the text of the Exposure Drafts of the proposed Secretarial Standard on Passing of Resolutions by Circulation (SS-7), Secretarial Standard on Affixing of Common Seal (SS-8) and Secretarial Standard on Forfeiture of Shares (SS-9) issued by the Secretarial Standards Board of the Institute of Company Secretaries of India, for comments. The comments and suggestions on the Exposure Drafts may be sent to Shri Gopal Chalam, Dean, ICSI-CCRT at Plot No.101, Sector - 15, Institutional Area, CBD Belapur, Navi Mumbai-400 614 (E-mail: ccrt@) so as to reach him by 30th September, 2008, with a copy to drs4@. PROPOSED SECRETARIAL STANDARD ON PASSING OF RESOLUTIONS BY CIRCULATION (SS-7) The following is the text of the Secretarial Standard-7 (SS-7) issued by the Council of the Institute of Company Secretaries of India, on “Passing of Resolutions by Circulation”. In the initial years, adherence by a company to this Secretarial Standard will be recommendatory. Introduction A Company, being a legal entity, cannot act by itself but can do so only through its Board of Directors. Board is entitled to exercise all such powers, and to do all such acts and things, as the company is authorised to exercise and do subject to the restrictions and limitations imposed by the Act, memorandum and articles and the company in general meeting. Decisions relating to the policy and operations of the Company are arrived at meetings of the Board held periodically. Meetings of the Board enable discussions on matters placed before them and facilitate decision making based on collective wisdom of the Board. However, it may not always be practicable to convene a Meeting of the Board to discuss matters on which decisions are needed urgently. In such circumstances, passing of resolution by circulation can be resorted to. Scope This Standard seeks to lay down a set of