TaxTMI 
TaxTMI 
FAQs on Secretarial Standards
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.... informed decisions. Similarly, provision for facilitating the Meetings of Independent Directors by company secretaries has been introduced. Companies, therefore, follow varied secretarial practices and thus there is a need to integrate, harmonise and standardise such practices. Secretarial Standards therefore becomes inevitable. 2. Who formulates the Secretarial 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, s....
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....c at large on the draft and based on these, draft is finalized. 6. This is then sent to the Council of ICSI for approval, which in turn issues the same under its authority. 7. Mandatory Standards are then sent to Ministry of Corporate Affairs by ICSI for their consideration and approval. 8. Any 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 it....
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....by achieving the common goal of better corporate governance. 8. Is the observance of Secretarial Standards 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 approved by the Central Government, have been issued by the ICSI vide ICSI Notification No. 1 (SS) of 2015 dated April 23rd, 2015 and pu....
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....ire 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. MR-3 (format of the Secretarial Audit Report), pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, requires the Secretarial Auditor to examine compliance by the company with the applicable clauses of the Secretarial Standards and ....
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....ewed 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 addressed? Yes. A committee of SSB has been formed to address the specific queries from stakeholders on SS-1 and SS-2, which SSB through ICSI, would clarify to the individual concerned asking the query. General issues likely to arise during the practical implementation of SS-1 and SS-2 would be clarified through the Guidance Notes. 17. What does the Guidance Notes mean? For the benefit of members of ICSI, corporates and other users and to facilitate the compliance of law and Standards, SSB formulates Guidance Notes which ....