PRESENTATION ON SECRETARIAL STANDARDS

1. PRESENTATION ON
SECRETARIAL STANDARDS
By

2. 1. INTRODUCTION
2. LEGAL PROVISIONS UNDER COMPANIES ACT, 2013
3. SYNOPSIS FOR SECRETARIAL STANDARDS
4. SECRETARIAL STANDARDS - 1
5. SECRETARIAL STANDARDS - 2
6. LEGAL PROVISIONS UNDER COMPANIES ACT, 2013
7. SECRETARIAL STANDARDS FOR COMPANY SECRETARIES
8. SECRETARIAL STANDARDS FOR COMPANY SECRETARY IN PRACTICE
9. SECRETARIAL STANDARDS FOR COPROFESSIONALS
10. SECRETARIAL STANDARDS FOR MANAGEMENT
11. SECRETARIAL STANDARDS FOR INVESTORS
12. SECRETARIAL STANDARDS FOR BANKS AND FINANCIAL INSTITUITIONS
13. SECRETARIAL STANDARDS FOR REGULATORS
CONTENTS
2

3. ICSI took this initiative
keeping view the
growth and enhanced
visibility of the
profession and its
members.
ICSI constituted
Secretarial Standards
Board (SSB).
SSB in consultation
with the Council is to
determine the areas in
which Secretarial
Standards are to be
developed.
The ultimate goal is to
promote good
corporate practices
leading to better
corporate governance.
INTRODUCTION
3

4. 4
LEGAL PROVISIONS UNDER COMPANIES ACT, 2013
118(10) 204
205
Rule 31 of
Companies
(Management
and
administration),
2014

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Synopsis

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SCOPE OF THE STANDARD:
• Applicable to all Meetings of Board of Directors of all Companies
including Private Companies
• Applicable to meetings of Committee(s)
• Not applicable to One person companies

7. secretarial standards-1
Ef f ect iv e
Da t e
•1st July, 2015
Appl ica bil it y
• Applies to various Committee(s) of the
Board. The provision of the Act prevails over
Secretarial Standard.
Na t iona l
Hol ida y
• 26th January, 15th August, 2nd October and such
other day as may be declared as National
Holiday by the Central Government.

8. secretarial standards-2
Ef f ect ive Da t e
• 1st July, 2015
Appl ica bil it y
• All types of General Meetings (Members or
Debenture-Holders or Creditors or Meetings called by
CLB, NCLT or prescribed authority) of all Companies.

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FRAME WORK
Act
Rules
Table F (Articles of Association)
Secretarial standards

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secretarial standard-1

11. NAVRATAN’s
??

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Covers
SECRETARIAL STANDARDS - 1

13. secretarial standards-1
Authorityto Convenea Meeting:
Any Director or Company Secretary or any person authorized by the
Board, in consultation with Chairman then Managing Director and
then Wholetime Director.
Notice:
•A meeting of the Board shall be called by giving not less than seven
days notice in writing.
•In case of physical mode, 2 more days needs to be added for service
of document.
•Articles may prescribe such longer period for service of Notice.

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Boa r d Meet ing Pr ocess
Cha nges
Quor um
Pa r t icipa t ion t hr ough
el ect r onic mode

15. secretarial standards-1
ShorterNotice Consent:
General Consent for issuing notice on Shorter period should be taken either
in first Board Meeting in each financial year or consent should be taken
before meeting and recorded in the Minutes.
ItemotherthanAgenda Item:
Other than Agenda Item should be considered with the permission of the
Chairman AND with the consent of majority of Directors present at the
meeting which should include atleast one Independent Director, if any.

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Cha ir ma n
Resol ut ion by
cir cul a t ion
Minut es

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secretarial standard-2

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Convening a meeting
Frequency of meetingf meeting
Quorumrum
Votingg
Conduct of Poll
Notice
Director’s and Auditor’s presence
Chairman
Minutes
Proxy
Annual General meeting report
SECRETARIAL STANDARDS -2
Covers

20. secretarial standards-2
New Insertions/Critical Points to Be Noted:
 Secretarial Standard provides the facility of sending the notice of general
meeting through hand delivery or ordinary post for the companies.
Mandatory hosting of notice in the Website of the Company, if any available.
The Chairman vacates the Chair in respect of any specific item, the fact that
he did so and in his place some other Director or Member took the Chair.
Notice shall contain complete particulars of the venue of the Meeting
including route map and prominent land mark for easy location.

21. secretarial standards-2
Pr ox ies Not ice
Quor um Minut es
VO
TING

22. SECRETARIAL
STANDARDS
COMPANY
SECRETARIES
PRACTICING
COMPANY
SECRETARIES
COPROFESSIONALS
MANAGEMENT
BANKERS
INVESTORS
REGULATORS

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SECRETARIALSTANDARDSFOR MANAGEMENT

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secretarial standards for management

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secretarial standards for management

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secretarial standards for management

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secretarial standards for management

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secretarial standards for management
The
scrutinizer's
register,
report and
other related
papers
received from
the
scrutinizer(s)
shall be kept
in the custody
of the
Company
Secretary or
any other
person
authorized by
the Board for
this purpose.
The Company
Secretary shall
record the
proceedings of
the Meetings.
Where there is
no Company
Secretary, any
other person
authorized by
the Board or
by the
Chairman in
this behalf
shall record
the
proceedings.
Notice shall be
issued by the
Company
Secretary or
where there is
no Company
Secretary, any
Director or
any other
person
authorized by
the Board for
the purpose.
The Notice
shall also
contain the
contact
number or e-
mail address
(es) of the
Chairman or
the Company
Secretary or
any other
person
authorized by
the Board, to
whom the
Director shall
confirm in this
regard.

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secretarial standards for management

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SECRETARIALSTANDARDSFOR INVESTORS

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secretarial standards for investors

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secretarial standards for investors
Where securities
are held by more
than one person
jointly and any
joint holder dies,
to the surviving
first joint holder.
where securities are
held by more than
one person jointly
and all the joint
holders die, to the
Nominee appointed
by all the joint
holders;

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secretarial standards for investors
“Proxy” means an
instrument in
writing signed by a
Member,
authorizing
another person,
whether a Member
or not, to attend
and vote on his
behalf at a Meeting
and also where the
context so
requires, the
person so
appointed by a
Member.
When a Member
appoints a Proxy
and both the
Member and Proxy
attend the Meeting,
the Proxy stands
automatically
revoked.
A Proxy form which
does not state the
name of the Proxy
shall not be
considered valid.

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SECRETARIAL STANDARDS FOR BANKS AND FINANCIAL INSTiTUTIONS

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secretarial standards for banks and financial institutions

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SECRETARIALSTANDARDSFOR REGULATORS

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secretarial standards for regulators

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secretarial standards for regulators

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secretarial standards for regulators
Minutes of all Meetings shall be preserved
permanently in physical or in electronic form with
Timestamp.
Office copies of Notices, scrutinizer's report, and related papers shall be
preserved in good order in physical or in electronic form for as long as
they remain current or for
eight financial years, whichever is later and may be destroyed
thereafter with the approval of the Board.
Minutes Books shall be kept in the custody of
the Company Secretary.

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SECRETARIALSTANDARDSFOR CO-PROFESSIONALS

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SECRETARIALSTANDARDSFOR COMPANYSECRETARIES

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secretarials standards for company secretaries

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SECRETARIALSTANDARDSFOR PRACTICING COMPANYSECRETARIES

52. SECRETARIAL STANDARDS FOR PRACTISINGCOMPANYSECRETARIES
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53. 53
how to maintain standards in choosing
heads?

54. 54
So maintain a Standard while accepting the heads………