SECRETARIAL STANDARDS

10/19/2023
 INTRODUCTION & NEED
❑ Q. WHAT ARE SECRETARIAL STANDARDS?
 FO RM AT I O N O F S EC R E TA R I A L STA NDA RD S
❖ The Institute Of Company Secretaries Of India (The ICSI)
constituted Secretarial Standards Board (SSB) for formulating
Secretarial Standards (SS) in the year 2000-2001.

❖ SSB Comprises of:

➢ Experienced Members Of The Profession (JOB/PRACTICE),

➢ Representatives Of MCA,
➢ Representatives Of SEBI,
➢ Representatives Of NSE,
➢ Representatives Of BSE,
➢ Representatives Of other Regulatory Authorities; and
➢ Representatives Of Sister Professional Bodies like ICAI & ICoAI.
 FO RM AT I O N O F S EC R E TA R I A L STA NDA RD S
( C O N T. )
a) Identify the Areas.
b) Preliminary Draft, & Identifies the Best Practices to be
Adopted.
c) The preliminary draft is circulated to SSB & is modified if
required.
d) The Modified Preliminary Draft Is Circulated To Various
Government Bodies.
e) Exposure Draft Is Hosted On ICSI Website & Published In
Chartered Secretary For General Public Comments.
f) After Considering The Comments Received, The Draft Is
Finalized By SSB & Submitted To The CC For Approval.
g) The Council of the Institute considers the final draft, finalize
the same in consultation with SSB & issues the Secretarial
Standard.
 FUNCTIONS OF SSB

FORMULATING
SS

CLARIFYING
ISSUING
GUIDANCE
NOTES
SSB ISSUES
ARISING OUT
OF THE SS

REVIEWING &
UPDATING THE
SS AT PERIODIC
INTERVALS
 OBJECTIVES OF SS
❖ To I n t e g r a t e , H a r m o n i ze & S t a n d a r d i ze
v a r i o u s S e c re t a r i a l P r a c t i c e s ;

❖ To P ro v i d e C l a r i t y ;

❖ B r i n g B e t t e r D i s c l o s u res , Tr a n s p a re n c y &
Accountability In Corporate Action;

❖ Better Understanding Of Corporate

P ro c e s s e s B y A l l S t a k e h o l d e r s I n c l u d i n g
F o re i g n I n v e s t o r s .
 OBJECTIVES OF SS
(cont.)
❖ To v i s u a l i ze B e s t S e c re t a r i a l P r a c t i c e s ;

❖ Good Governance Practices;

❖ S S D o N o t S e e k To S u b s t i t u t e O r S u p p l a n t
Any Existing Law Or Rules/Regulations;
S S S e e k To S u p p l e m e n t S u c h L a w, R u l e s &
Regulations;
 NATURE O F S ECRETARIAL STANDARDS

• Issued by ICSI + Approved by CG.

• CG approved SS-1 & SS-2 on
10.04.2015 and published in
Gazette on 23.04.2015.
MANDATORY • Effective from 01st July, 2015.
• Revised SS approved by CG on
14th June 2017
• Effective from 01st October
2017

• Besides SS1 & SS2, rest SS’s are not

approved by CG, so they are
SUGGESTIVE
Suggestive in nature.
 NEED FOR REVISION OF SS
❖ Companies (Amendment) Act 2015 & amendments
to the rules notified by MCA.
❖ Exemption Notification(s) issued by MCA dated 5th
June 2015.
❖ Ease Of Doing Business.

❖ Practical Difficulties That Emerged During

The First Time Implementation Of Secretarial
Standards.
❖ Issues/suggestions received from different
stakeholders.
❖ Interpretation Issues.
 SECRETARIAL STANDARDS RECOGNITION
UNDER THE LAW (Cont.)
❖ As per Section 118(10)
“every company shall observe secretarial standards with respect to General &
Board meetings specified by the Institute of Company Secretaries of India
constituted under section 3 of the Company Secretaries Act, 1980, and approved
as such by the Central Government”
❖ As per Section 121
Preparation of report on the Annual General Meeting in Form MGT15 [clause 19
of SS2]
❖ As per Section 205(1)
“the functions of the company secretary shall include,—
(b) to ensure that the company complies with the applicable secretarial
standards”
Explanation — For the purpose of this section, the expression “secretarial standards”
means secretarial standards issued by the Institute of Company Secretaries of India
constituted under section 3 of the Company Secretaries Act, 1980 and approved by the
Central Government.
 SECRETARIAL STANDARDS RECOGNITION
UNDER THE LAW (Cont.)
❖ A PCS Certifying the Annual Return shall to certify
compliances of the provisions of the Act which also
include compliance of Secretarial Standards.

❖ A Statement in Board Report regarding Compliances

of applicable Secretarial Standards.

❖ Secretarial Audit
A PCS conducting the Secretarial Audit shall ensure that
Secretarial Standards are implemented in the company
and, in the event of any deviation from the Standards, to
make appropriate qualifications or observations or other
remarks in his Audit Report.
 APPLICABILITY OF
SECRETARIAL STANDARDS – 1 & 2

BOARD
MEETINGS

COMMITTEE
MEETINGS

ALL
GENERAL
MEETINGS
 COMMIT TEE MANDATORY TO BE
CONSTITUTED BY THE BOARD UNDER
THE ACT
❖ Audit Committee
❖ Nomination & Remuneration
Committee
❖ Stakeholder Relationship
Committee
❖ CSR Committee
 SECRETARIAL STANDARD -1
BOARD & COMMITTEE MEETINGS
1. CONVENING A MEETING
1.1 AUTHORITY TO CALL A MEETING

IN CONSULTATION

• ANY WITH • CHAIRMAN/

• MD/WTD
DIRECTOR • CS / • Unless otherwise
Authorized provided in AOA
Person
Can summon Shall convene
Board Meeting a meeting

✓ The Chairman can adjourn meeting for any reason, unless objected by present majority.
 SECRETARIAL STANDARD -1
1. CONVENING A MEETING (CONT.)
1.2 Day, Time, Place, Mode & Serial No. of Meeting
❖ Every Meeting shall have a serial no.

❖ A meeting may be convened at any time and place on any day.

(excluding a national holiday.) (APO)

❖ Adjourned Meeting for the want of Quorum not to be held on

National holiday. [Sec-174(4)]

❖ Notice of the Meeting shall clearly mention a venue, whether

registered office or otherwise, to be the venue of the Meeting
and all the recordings of the proceedings of the Meeting, if
conducted through Electronic Mode, shall be deemed to be
made at such place.
 SECRETARIAL STANDARD -1
1. CONVENING A MEETING (CONT.)
1.2 Day, Time, Place, Mode & Serial No. of Meeting
❖ Any director may participate through electronic mode in a
meeting, (if the company provides such facility), unless the Act
or any other law specifically (does not allow) prohibits such
participation through electronic mode in respect of any item of
business.* (15th June 2021 Notification)

❖ Directors shall not participate through Electronic Mode in the

discussion on certain restricted items, (unless expressly permitted
by the Chairman.)*

❖ Same applies to meeting of the Audit Committee for consideration

of Annual Financial Statement including consolidated financial
statement, (unless expressly permitted by the Chairman.)*
 SECRETARIAL STANDARD -1
1. CONVENING A MEETING (CONT.)
1.3 Notice *LAW OF POST*
•NOTICE SHALL BE SENT
BY
ON ADD/EMAIL ID REGD.
HAND
BY {D} {Co.}.

•IN ABSENCE OR SUCH

BY ADDRESSES, APPEARING IN
APO SPEED POST DIN REGN. OF {D}.

NOTICE IN •IF Any {D} SPECIFIES

WRITING OF PARTICULAR MEAN TO
DELIVER NOTICE, THEN
EVERY MEETING
SUCH.
SHALL BE GIVEN
TO EVERY •PROOF OF DISPATCH &
BY DIRECTOR BY DELIVERY TO BE KEPT BY
E-MAIL REGD. POST {Co.}. {for period as decided by
Board but not less than 3years
from date of meeting}
BY
FACSIMILE
 SECRETARIAL STANDARD -1
1. CONVENING A MEETING (CONT.)

1.3 Notice COMPANY

SECRETARY

ANY
DIRECTOR

TO BE ISSUED BY:

ANY PERSON
AUTHORISED
BY BOARD
 SECRETARIAL STANDARD -1
1. CONVENING A MEETING (CONT.)
1.3 Notice
DAY
SERIAL OF
NO. MEETING
DATE

SHALL
SPECIFY
TIME
Contact no.
& email id FULL
of issuer ADDRESS
OF
VENUE
 SECRETARIAL STANDARD -1
1. CONVENING A MEETING (CONT.)
1.3 Notice (CONT.)
OTHER POINTS RELATED TO NOTICE:
➢ At least 7 days (unless AOA provides longer period)
(Add 2days for post extra)

➢ To specify availability of electronic mode.

➢ Notice is must – even meeting is on predetermined date/interval.

➢ Notice to all Directors including original Director and

alternate Director.

➢ Notice of Adjourned Meeting is also necessary.

 SECRETARIAL STANDARD -1
1. CONVENING A MEETING (CONT.)
1.3 Notice (Agenda & Notes) (CONT.)
❖ Agenda & Notes shall be given - 7 days. (or) AOA may provide longer period.
(Follow LoP.)
❖ Proof of Sending & delivery of Agenda & Notes on agenda to be maintained by
Company. {for period as decided by Board but not less than 3years from date of
meeting}
❖ Each items is to be serially numbered.
❖ Agenda, & Notes , shall also be sent to the original director even if these have
been sent to the Alternate Director.
❖ Notes on items – containing UPSI may be given on shorter period.
❖ Item not in agenda can be taken up with permission of Chair & consent of majority
present, (one should be ID (if any)). Decision taken should be ratified by majority
of Board.
❖ Shorter period Notice, Agenda and Notes may be given, if atlest one ID shall be
present. If no ID present at meeting then decision taken should be ratified by atlest
one ID .
❖ If no ID in Co. , then decision taken should be ratified by majority of the Board.
The fact of Shorter Notice should be mentioned in notice/minutes.
 SECRETARIAL STANDARD -1
2. FREQUENCY OF MEETINGS
2.1 MEETING OF BOARD {SEC 173(1)}
➢ Every company shall hold the first board meeting within
30days of Incorporation.

➢ Atleast four meeting within a calendar year & maximum

interval should not exceed 120 days between any two
consecutive meetings. Is this applicable for every Company?

➢ In relation to an adjourned meeting of the board, being a

continuation of the original meeting, the interval period in
such a case, shall be counted from the date of the original
meeting.
 SECRETARIAL STANDARD -1
2 . F R E Q U E N C Y O F M E E T I N G S ( C O N T. )

2.2
MEETING OF COMMITTEES

2.3
MEETING OF INDEPENDENT
DIRECTORS
*(Private Company, MCA Notification dated 5th June, 2015)*
 SECRETARIAL STANDARD -1
❖ Should be present throughout the meeting.
3. QUORUM
❖ Interested directors cannot participate & not to be reckoned for
quorum.*(Private Company, MCA Notification dated 5th June, 2015)*
❖ Quorum for Committee Meetings?
❖ The Quorum is 1/3rd of total strength or 2 directors , whichever
is higher (SEC – 174)
❖ If directors are reduced below minimum, no business can be
transacted, till the number first made.
❖ If the interested directors exceeds or is 2/3rd of strength,
remaining directors present at the meeting, being not less TWO,
shall be the Quorum for such item.
❖ If meeting is adjourned for want of quorum, the meeting shall
be held at next week at same time and place. (SEC – 174) - APO
❖ If no quorum at adjourned meeting- meeting stands cancelled.
 SECRETARIAL STANDARD -1
4. ATTENDANCE AT MEETINGS
❖ Shall maintain separate register – Board & Committee.

❖ Pages of register - to be serially numbered.

❖ Sl. No., Date, Place, Time, Name & Sign of each {D}, {CS},
Invitee present in the meeting & mode of presence.
❖ If Electronic mode Meeting - roll call to be recorded through electronic
recording, also attendance to be recorded in the attendance register and
authenticated by the CS/Chairman or any other Director present at the Meeting.

❖ To be maintained at Registered office or at a place as per Board

approval.
❖ Open for inspection to {D}, {CS}, PCS, SA and Auditor only.
❖ Entries to be authenticated by CS or by Chairman, and to be kept in custody of
CS or any other Person Director authorized by BOD.
 SECRETARIAL STANDARD -1
5. CHAIRMAN
❖ Chairman of the Company should be Chairman of the Board, If no
Chairman, Directors shall elect.

❖ Chairman’s duty with assistance of CS to ensure meeting is

convened and constituted in accordance with laws, before
proceeding to transact business.

❖ If meeting electronic mode, Chairman shall ensure that the

required Quorum is present throughout the meeting & at the end of
discussion on each agenda, he shall announce the summary of the
decision taken.

❖ If meeting electronic mode, CS & Chairman shall take due &

reasonable care to safeguard integrity, & ensure no person other
than Director is allowed to assess proceedings.
 SECRETARIAL STANDARD -1
5. CHAIRMAN (CONT.)
❖ To ensure proceedings are correctly recorded & safe keeping of
the recordings.

❖ He may direct to include or exclude any matter from minutes.

❖ If chairman is interested in an item, he should not act as Chairman

for the such item.
*(Private Company, MCA Notification dated 5th June, 2015)*

❖ The discretion whether to or not to use second or casting vote

vests entirely with the Chairman.

❖ The board may appoint Chairman of the Committees or Chairman

may be appointed as per guidelines/rules/ regulation.
 SECRETARIAL STANDARD -1
6 . R E S O L U T I O N B Y C I R C U L AT I O N ( S E C - 1 7 5 )
❖ Chairman or MD or (WTD) or any Director (other then interested
(D) shall decide about RC.
*(Private Company, MCA Notification dated 5th June, 2015)*

❖ Draft resolution together with necessary papers on same day to be

sent (individually) to all {D}/Committee Members. (LoP)
❖ Proof of Sending & delivery of draft resolution shall be maintained by
Company. {for period as decided by Board but not less than 3years from date
of meeting}

❖ It would be appropriate for urgent matter only, excluding certain

business.
❖ If 1/3rd of total director requires resolution at BoDm, the same
shall be placed at BoDm. (1/3rd includes interested directors)
❖ The assent or dissent and date by which Director shall respond
shall be mentioned.
 SECRETARIAL STANDARD -1
6 . R E S O L U T I O N B Y C I R C U L AT I O N { C O N T. }
❖ Not more than 7 days to be given to respond & every such Resolution shall
carry a serial number.

❖ The Resolution, if passed, shall be deemed to have been passed on the earlier
of:
(a) the last date specified for signifying assent or dissent by the Directors or
(b) the date on which assent has been received from the required majority,
provided that on that date the number of directors, who have not yet responded on the
resolution under circulation, along with the Directors who have expressed their desire
that the resolution under circulation be decided at a Meeting of the Board, shall not be
one third or more of the total number of directors

and shall be effective from that date, if no other effective date is specified in
such Resolution.

❖ Resolution to be noted at (next) a subsequent Board meeting with a text on

dissent or abstention if any.
F O R M AT O F R E S O L U T I O N B Y C I R C U L AT I O N
 SECRETARIAL STANDARD -1
❖ In Physical/electronic form (with
7. MINUTES
timestamp), separate book for
BoD & Committee. Uniform practice to be followed
❖ Pages Serially numbered, not be pasted/attached/tampered.
❖ Draft to be Circulated Within 15 days of meeting (LoP), Comments
of the Directors within 7 Days.
❖ Proof of Sending & delivery of draft Minutes shall be maintained by
Company. {for period as decided by Board but not less than 3years
from date of meeting}
❖ To be entered in minutes book within 30 days & signed by
Chairman. (Both of original & Adjourned)
❖ Certified copy {CS/Director} of Signed minutes to be circulated
within 15 days of Sign except to those {D} who waived this right.
❖ Adjourned for Non-quorum- A statement to be recorded by the
Chairman/Director.
❖ Date of entry in minutes to be recorded by CS.
 7. MINUTES (CONT.)
❖ Chairman to initial each page and sign last page with date
& place of Signing.
❖ Loose leaf form minutes should be bounded periodically.
❖ Who can inspect Minutes of BM?
❖ Minutes can not be altered, Alteration (Other than
grammatical/Minor Correction) should be made by
express approval at subsequent meeting.
❖ Should be kept at R.O or at any other place as approved by
Board.
❖ Minutes of earlier meeting should be noted at next
meeting.
❖ Minutes of Committee should be noted at next Committee
meeting and Board Meeting.
 SECRETARIAL STANDARD -1
7. MINUTES (CONT.)
SPECIFIC CONTENTS OF MINUTES
❖ Election of Chairman.
❖ Quorum & the names of Directors who sought and were granted
leave of absence.
❖ Names of Directors, Invitees, In attendance (electronic/ physical).
❖ Brief about proposal and rationale of resolution should be
recorded.
❖ Names of dissenting or abstained from decision to be recorded.
❖ Interested Director did not Participated & Voted to be recorded.
❖ Noting of Minutes of previous Board and Committees meetings.
❖ Noting of Resolution by Circular.
❖ Views of Director.
❖ Minutes shall contain all appointments made at meeting.
 SECRETARIAL STANDARD -1
8 . P R E S E R VAT I O N O F M I N U T E S & O T H E R R E C O R D S
❖ Minutes to be preserved permanently.
❖ Amalgamation/Merger etc.- transferee company to preserve.
❖ Office copies of Notice, Agenda & Notes on Agenda, Attendance
Register should be preserve for 8 FY., after that can be
destroyed under authority of board.
❖ Custody of Minutes – CS, if no CS – any {D} authorized by BoD.

9. DISCLOSURE:
Annual report & Annual return of company should disclose No. Of
Meetings/Committees and name of directors who attended each meeting.
The report of the BoDs shall include a statement on
compliances of applicable SS.
 CS RAHUL SHARMA
Mob: 9829458951
E m a i l : c s ra h u l @ o u t l o o k . c o m

csrahulsharma

@csrahul_sharma