1. Secretarial Standard 42 nd National Convention of Company Secretaries
August , 2014 

2. Dream
A Dream seen in 2000 came true in 2014

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

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

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

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

7. 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

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

9. 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

10. 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

11. 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

12. 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.

13. Secretarial Standard Board

14. 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

15. 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

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

17. 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

18. 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

19. 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.

20. 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

21. 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

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

23. 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

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

25. Beneficiaries Independent Directors Company Secretaries Companies
Board

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

27. Lets make Secretarial Standard a success mantra for Corporate Board

28. And create Good Governance