1. A KEY TO BETTER CORPORATE GOVERNANCE
SECRETARIAL STANDARDS
A KEY TO BETTER CORPORATE GOVERNANCE
DANISH REZA
REG NO /02/2009
MOB. NO
INDEX
INTRODUCTION
OBJECTIVE
IMPACT
SECRETARIAL STANDARDS IN BRIEF
CONCLUSION

2. A KEY TO BETTER CORPORATE GOVERNANCE
OBJECTIVE
To integrate, harmonize diverse secretarial practices.
Clarity in legal provisions where law is Ambiguous and silent
Improve the compliance of Corporate governance norms in India.
Setting International benchmark in secretarial practices
Sustained growth and enhanced visibility of profession and members
A KEY TO BETTER CORPORATE GOVERNANCE
DANISH REZA

3. A KEY TO BETTER CORPORATE GOVERNANCE
BETTER UNDERSTANDING OF EXISTING LAW
MORE TRANSPARENCY
RISE IN INVESTORS FAITH
INCREASING PROFESSIONALISM IN
LESS FRAUDS
MORE RECOGNITION TO ICSI MEMBERS
IMPACT
A KEY TO BETTER CORPORATE GOVERNANCE
DANISH REZA

5. SS1-MEETING OF THE BOD
EQUALLY APPLICABLE TO ALL MEETINGS OF BOD(BOARD OF DIRECTOR)
INDIVIDUAL DIRECTORS- NO POWERS UNLESS AUTHORISED
15 DAYS NOTICE FOR CALLING BOARD MEETING
DRAFT RESOLUTION IN NOTICE-WHERE APPROVAL IS REQUIRED
QUORUM SHOULD BE PRESENT AT EVERY STAGE OF THE MEETING
A KEY TO BETTER CORPORATE GOVERNANCE
DANISH REZA

6. A KEY TO BETTER CORPORATE GOVERNANCE
SS2- GENERAL MEETING
GENERAL MEETING SHOULD BE CONVENED BY THE AUTHORITY OF BOARD
NOTICE ALSO TO DIRECTORS,AUDITORS,AND PCS GIVING COMPLIANCE CERTIFICATE,DEBENTURE TRUSTEE
EXPLANATORY STATEMENT FOR SPECIAL BUSINESS
NOTICE & DOCUMENTS TO BE SENT 25 DAYS IN ADVANCE OF MEETING(SHORTER NOTICE POSSIBLE)
DANISH REZA
A KEY TO BETTER CORPORATE GOVERNANCE

7. A KEY TO BETTER CORPORATE GOVERNANCE
SS3- DIVIDEND
INTERIM DIVIDEND SHOULD NOT BE DECLARED OUT OF RESERVES.
FINAL DIVIDEND- RECOMMENDED BY BOARD AND DECLARED BY MEMBERS BUT INTERIM DIVIDEND IS DECLARED BY BOARD
TO BE PAID IN CASH WITHIN 30 DAYS OF DECLARATION
DUPLICATE DIVIDEND WARRANT TO BE ISSUED AFTER EXPIRY OF 3 MONTHS VALIDITY OF ORIGINAL
ANNUAL ACCOUNTS TO DISCLOSE:UNPAID DIVIDEND A/C/ IEPF
MAINTENANCE
AUTHENTICATION
INSPECTION
PRESERVATION
SS4-REGISTER & RECORDS
DANISH REZA
A KEY TO BETTER CORPORATE GOVERNANCE

8. A KEY TO BETTER CORPORATE GOVERNANCE
SS5-MINUTES
MINUTES SHOULD BE MENTION THE BRIEF BACKGROUND OF THE PROPOSAL, SUMMARISE THE DELIBERATION AND RATIONAL FOR TAKING THE DECISION.
WITHIN 30 DAYS OF THE MEETING
LANGUAGE-3RD PERSON ,PAST TENSE
SEPARATE BOOK NAME AS MINUTES BOOK TO BE MAINTAINED
KEPT AT REGISTERED OFFICE
SHOULD BE SIGNED,DATED BY THE DIRECTOR
INCLUSION
REGISTER & DOCUMENTS WERE AVAILABLE FOR INSPECTION
INTERESTED DIRECTOR DID NOT PARTICIPATE IN THE DISCUSSION & VOTE
APPOINTMENT OF OFFICERS MADE BY THE BOARD
A KEY TO BETTER CORPORATE GOVERNANCE
DANISH REZA

9. A KEY TO BETTER CORPORATE GOVERNANCE
SS6-TRANSMISSION
ON RECEIPT OF NOTICE FROM NOMINEE ALONG WITH DOCUMENTS,REGISTER THE NAME WITHIN 30 DAYS
DOCUMENTS
DEATH CERTIFICATE
REQUES FOR TRANSMISSION SIGNED BY THE LEGAL HEIRS
REPRESENTAIVE/CLAIMANTS(S) WITH THEIR SPECIMEN SIGNATURE
ORIGINAL SHARE CERTIFICATE(S)
ORDERS OF THE COURT OR OF COMPETENT AUTHORITY, IF APPLICABLE
PERMISSION UNDER FEMA ACT 2000
DANISH REZA
A KEY TO BETTER CORPORATE GOVERNANCE

10. SS7-RESOLUTION BY CIRCULATION
ARTICLE S SHOULD AUTHORISE
AUTHORITY:CHAIRMAN/MANAGING DIRECTOR
BUSINESS THAT REQUIRES URGENT DISCUSSION
RESOLUTION IS DEEMED TO BE PASSED ON THE DATE ON WHICH IT IS APPROVED BY MAJORITY OF DIRECTORS
IT SHOULD BE NOTED AT THE NEXT MEETING OF THE BOARDOR COMMITTEE AS THE CASE MAY BE
VALIDITY: SAME AS RESOLUTION PASSED IN DULY CONVENED MEETING
DANISH REZA
A KEY TO BETTER CORPORATE GOVERNANCE

11. A KEY TO BETTER CORPORATE GOVERNANCE
SS8-COMMON SEAL
SIGNATURE OF THE COMPANY ;BINDS THE COMPANY FOR ALL OBLIGATION UNDERTAKEN IN THE DOCUMENT
CAN AFFIX ONLY WITH THE APPROVAL OF BOD
ONLY ONE COMMON SEAL
MUST BE REGISTER
OFFICIAL SEAL IS A FASCIMILE OF COMMON SEAL;TO BE ADOPTED BY BOARD RESOLUTION
AFFIXED IN THE PRESENCE OF AUTHORISED PERSON
DANISH REZA
A KEY TO BETTER CORPORATE GOVERNANCE

12. SS9-FORFEITURE OF SHARES
FORFEITURE REQUIRES APPROVAL OF BOARD
DIRECTOR’S REPORT SHOULD REFER TO FORFEITURE DETAILS
REISSUE OF FORFEITED SHARES IS “TRANSFER” AND DOESNOT AMOUNT TO ALLOTMENT
SHARES FORFEITED-LIABILITY OF THE DEFAULTING MEMBER DOES NOT CEASE
LISTED CO: REISSUE OF SHARES AS PER GUIDELINES OF PREFERENTIAL ISSUES AND LISTING AGREEMENT
FORFEIT
NONPAYMENT OF ANY CALL
OTHER GROUNDS AS STATED IN ARTICLES
DANISH REZA
A KEY TO BETTER CORPORATE GOVERNANCE

13. A KEY TO BETTER CORPORATE GOVERNANCE
SS10-BOARD REPORTS
MANDATORY TO PRESENT THE ANNUAL ACCOUNTS OF THE CO. TO ITS SHAREHOLDERS
ALONG WITH ANNUAL ACCOUNTS BOARD REPORT IS SUBMITTED
CONTAINS ALL THE INFORMATION THAT IS REQUIRED TO BE DISCLOSED TO TE SHAREHOLDERS BY IITS DIRECTORS.
DANISH REZA
A KEY TO BETTER CORPORATE GOVERNANCE

14. A KEY TO BETTER CORPORATE GOVERNANCE
COMPANIES ACT,2013
INCLUSION FOR SS
Secretarial Standards Introduced [Clause 118(10) & 205]
For the first time, the Secretarial Standards has been introduced and provided statutory recognition.
Clause 118(10) reads as:
"Every company shall observe Secretarial Standards with respect General and Board Meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 and approved by the Central Government.“
Clause 205 casts duty on the Company Secretary to ensure that the company complies with the applicable Secretarial Standards.
It is the beginning of a new era where non financial standards have been given importance and statutory recognition besides Financial Standards.
DANISH REZA
A KEY TO BETTER CORPORATE GOVERNANCE

15. A KEY TO BETTER CORPORATE GOVERNANCE
CONCLUSION
COMPLYING WITH GOOD GOVERNANCE PRACTICES SHOULD NOT BE REGARDED AS A REGULATORY REQUIREMENT BUT RATHER AS AN OPPORTUNITY AND VALUE PROPOSITION FOR ORGANISATION COMPETED IN A DE-REGULATED MILIEU
IT IS BETTER TO BRING AN IRREGULARITY INTO OPEN THAN GET A SHOCK ALONG THE ROADWHEN IT IS LEAST EXPECTED.
DANISH REZA
A KEY TO BETTER CORPORATE GOVERNANCE