Secretarial Standard 42 nd National Convention of Company Secretaries 21-22-23 August , 2014 

Dream A Dream seen in 2000 came true in 2014

Divergent Practices unique and pioneering step towards standardization of diverse secretarial practices

Secretarial Practices Meaning documents relating to various aspects of secretarial practi in the corporate sector. Policy Secretarial Practices Integrate Harmonize Standardize

Companies Act 2013 – Recognizing Secretarial Standard Section 118(1 General and Board meetings Section 121 - Preparation of report on the Annual General Meeting Section 205 - Function of the Company Secretary (CS) includes ensuring that the company complies with the applicable Secretarial Standards. Section 118(10) Section 121 Section 205

Scope In conformity with the provisions of the applicable laws Supplement such laws, rules and regulations in the direction of promoting better corporate governance.

practical applicability and Scope - General usages, the applicable laws, practical applicability and business environment, the best secretarial practices prevalent keeping in view the governance aspect

Growth and enhanced visibility of the profession Purpose Growth and enhanced visibility of the profession Integration Harmonization Standardization Uniformity Systematic

Need of Secretarial Standard Board To address areas where: Law is Silent Law is Ambiguous Law has multiple meaning Law is Ambiguous Law has multiple meaning Law is Silent So as to bring more clarity & recommend good governance practices

Principles Multi Legal-Interpretation / Non clarity Judicial Pronouncements Best governance Industry Practices – Best Practices Address Overlapping / Contradiction with other laws (Multiple Regulators) Legal Clarity v/s Language Clarity Typical Scenarios/Situations covered

Advantages Better corporate governance Improvement of Qualitative secretarial practices Adoption of uniform, consistent and best secretarial practices Transparency More recognition to the CS Increasing Professionalism

Process of Formulation of SS 360 degree Standardized Procedure in a transparent manner; after extensive deliberations, analysis, research; and after taking views of corporates, industry, regulators and the public at large.

Secretarial Standard Board

Outcome No. SS No. SS Name Month & Year of Publication Month & Year of Revision, if any 1 SS-1 Secretarial Standard on Meetings of the Board of Directors December, 2001 June 2007 2 SS-2 Secretarial Standard on General Meetings May, 2002 October 2011 3 SS-3 Secretarial Standard on Dividend May, 2003 - 4 SS-4 Secretarial Standard on Register and Records October, 2005 5 SS-5 Secretarial Standard on Minutes September, 2007 6 SS-6 Secretarial Standard on Transmission September 2007 7 SS-7 Secretarial Standard on Passing Resolutions by Circulation November 2008 8 SS-8 Secretarial Standard on Affixing of Common Seal 9 SS-9 Secretarial Standard on Forfeiture of Shares November, 2008 10 SS-10 Secretarial Standard on Board's Report July, 2009

Outcome Guidance Note Name Month & Year of Publication S.No. Guidance Note Name Month & Year of Publication Month & Year of Revision, if any 1. Meetings of the Board of Directors July, 2002 - 2. General Meetings November, 2002 3. Passing of Resolution by Postal Ballot September, 2002 September 2012 4. Dividend May, 2003 5. Buy Back of Securities December, 2003 6. Board’s Report July, 2004 7. Preferential Issue of Shares December, 2007 8. Corporate Governance Certificate (Clause 49 of Listing Agreement) October 2005 September 2007 and July 2010 9. Listing of Corporate Debt 10. Related Party Transactions 11. Board Processes December 2010 12. Non Financial Disclosures May 2011 October 2011

International Scenario ICSI is the pioneer Vision is to promote SS Internationally

Present SS 1 – Meeting of Board of Directors Law is Silent - certain good governance practices are recommended Who has the power to adjourn the meeting? Time for serving of agenda Law is Ambiguous - more clarity is brought in Video conferencing for directors, if company makes it available Interested Director for the purpose of Quorum Law has multiple meaning Prohibition of board meeting on national holidays Directors participation through electronic mode in restricted items

Present SS 2 – General Meetings Law is Silent - certain good governance practices are recommended Whether AGM can be postponed or cancelled ? Whether Secretarial Auditor compulsorily attend general meeting? If so, which GM? Law is Ambiguous - more clarity is brought in How to consider proxy, if one proxy is appointed for more than 50 members? Electronic ballot in postal ballot cases??? Law has multiple meaning Whether voting at the Meeting is mandatory for companies providing e-voting? Casting Vote

Enhancement of role of CS Position of Company Secretary Authority to convene Board Meetings and issue notice in this regard In case of Board Meetings, only CS is in attendance. Facilitate convening and holding of meeting of Independent Directors, Minutes shall be kept in the custody of the Company Secretary.

Steps to prevent oppression & Mismanagement Proof of sending and delivery of Notice & Agenda to be maintained Copy of the signed Minutes certified by the Company Secretary shall be circulated to all Directors Quorum shall be present not only at the time of commencement of the Meeting Our Responsibility so that people have faith in Corporate Structure

Minutes – Is it a book ? Future Plan Win the Company through Agenda, Minutes, ATR Minutes – Is it a book ? No it’s a decision making process

Future Plan Revising all existing Secretarial Standards Revising all existing Guidance Notes

Future Plan Guidance Note on RPTs (incl. Loans & Advances by a company) Guidance Note on CSR (under Companies Act, 2013) Guidance Note on Independent Directors Guidance Note on Video Conferencing Guidance Note on Annual Returns

Structured Agenda/Minutes/ATR Ambitious Plan Structured Agenda/Minutes/ATR Uniform MIS

Beneficiaries Independent Directors Company Secretaries Companies Board

Cascading Effect Better Governance Simplified Process Focus on Strategies Uniform practices More recognition

Lets make Secretarial Standard a success mantra for Corporate Board

And create Good Governance