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FAQs on Secretarial Standards

FAQ - Rule - Companies Law - FAQ - 1. What is the need of the Secretarial Standards? Companies follow diverse secretarial practices. These practices have evolved over a period of time through varied usages and as a response to differing business cultures. As an illustration, in Companies Act, 2013, there are no provisions with regard to time within which Agenda and Notes on Agenda have to be sent to the Board. The Secretarial Standards require in case of Board Meetings, Agenda & Notes on Age .....

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ial Standards? The Institute of Company Secretaries of India (ICSI) constituted the Secretarial Standards Board (SSB) in the year 2000 for formulating Secretarial Standards. The SSB comprises eminent members of the profession in employment and in practice, as well as representatives of regulatory authorities, such as the Ministry of Corporate Affairs, Securities & Exchange Board of India, Reserve Bank of India, Bombay Stock Exchange, National Stock Exchange and the sister professional bodies .....

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rules of the law relating to the subject are identified 2. This is analysed and the issues to be addressed and broad approach thereof are decided on following lines: a. Issues where the law is not clear; b. Issues where the law is subject to multiple interpretations; c. Issues where multiple/divergent practices exist though the law is clear. 3. While framing the Standards, SSB considers the applicable law, divergent practices, usages, business environment, practical applicability and best secret .....

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query or concerns of Ministry of Corporate affairs are then sent back to ICSI, which then finalises the same in consultation with SSB and sends it back to MCA. 9. Once Ministry of Corporate Affairs approves these Secretarial Standards, ICSI issues a Notification in this regard. 4. Is there any other country which has issued Secretarial Standards? No. The formulation of Secretarial Standards by the SSB and its statutory recognition is a unique and pioneering step towards standardization of diver .....

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dards, the stricter provisions need to be complied with. 6. What would be the position if a particular Standard becomes inconsistent due to subsequent changes in the law? If, due to subsequent changes in the law, a particular Standard or any part thereof becomes inconsistent with such law, the provisions of the said law shall prevail. 7. What will be the impact of adoption of the Secretarial Standards? The adoption of the Secretarial Standards by the corporate sector will have a substantial impa .....

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s issued by ICSI mandatory? If so, which Secretarial Standards and under which provisions of the Companies Act, 2013? The provisions of Section 118 (10) of the Companies Act, 2013 mandate the observance of Secretarial Standards on General and Board Meetings specified by The Institute of Company Secretaries of India and approved by Central Government. Accordingly, the Secretarial Standards on Meetings of the Board of Directors ( SS-1 ) and Secretarial Standards on General Meetings ( SS-2 ), as ap .....

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there is only one Director on its Board. SS-2 is applicable to all types of General Meetings of all companies incorporated under the Act except One Person Company (OPC) and class or classes of companies which are exempted by the Central Government through notification. 10. What is the effective date of applicability of SS-1 and SS-2? Vide ICSI Notification No. 1 (SS) of 2015 dated April 23rd, 2015, SS-1 and SS-2 are effective from 1st July 2015. 11. As per the Notification issued by ICSI, SS-1 a .....

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and SS-2 in case of such Meetings. 12. Other than 118 (10) which other provisions of the Act require compliance with the Secretarial Standards issued by ICSI? Section 121 of the Companies Act, 2013 requires confirmation with respect to compliance of Secretarial Standards in the Report on the AGM. Section 205 (1) of the Companies Act, 2013 lays down the functions of the Company Secretary which inter-alia include ensuring that the company complies with the applicable Secretarial Standards. Form No .....

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SI in line with the provisions of the Companies Act, 1956 are under revision to align with the provisions of the Companies Act, 2013. Accordingly, such other Secretarial Standards are not applicable presently. 14. A Secretarial Audit Report in Form MR-3 inter-alia requires the Secretarial Auditor to examine compliances with the applicable clauses of the Secretarial Standards issued by the Institute of Company Secretaries of India. Whether SS-1 and SS-2 and/or other Standards issued by ICSI would .....

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n to align these Secretarial Standards with the provisions of the Companies Act, 2013. Accordingly, such other Secretarial Standards are also not applicable presently. 15. What is the time-frame for review of Secretarial Standards issued by ICSI? The Secretarial Standards issued would be reviewed by the SSB once in a year or whenever there are substantial changes in law, whichever is earlier. 16. Whether and if so, how will any queries/issues of stakeholders arising out of SS-1 and SS-2 be addre .....

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