TaxTMI 
TaxTMI 
FAQs on Secretarial Standards
X X X X Extracts X X X X
X X X X Extracts X X X X
....cisions. 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, such as the Ministry of Corporate Affairs, Securities & Exchange Board of India, Rese....
X X X X Extracts X X X X
X X X X Extracts X X X X
....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 its statutory recognition is a unique and pioneering step towards standardization of diverse secretarial practices prevalent in the corporate sector. No similar Standards are in existence elsewhere in the world. 5....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 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 published in the Official Gazette on April 20, 2015. Thus, Secretarial Standard on the Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meeting (SS-2) have absolute binding force. 9. Are SS-1 and SS-2 app....
X X X X Extracts X X X X
X X X X Extracts X X X X
....s 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 report on compliance or non-compliance thereof. 13. Are Secretarial Standards other than SS-1 and SS-2 binding on Companies? other Secretarial Standards issued by ICSI in line with the provisions of the Companies Act, 1956 are under revision to align wi....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ies 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 deal with procedural and practical aspects of a given topic/subject along with relevant case laws. These Guidance Notes are recommendatory and not mandatory. 18. Are there any Guidance Notes on SS-1 and SS-2 set to be released? Yes. To facilitate the corporate sector and professionals to com....