As you are aware, of the 470 sections in the Companies Act, 2013, a substantial number of sections and rules thereunder have been notified and made effective. One such Section viz. Section 118(10) provides that every company shall observe Secretarial Standards with respect to 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, as such by the Central Government. In the light of this, existing Secretarial Standards with respect to General and Board Meetings issued by the Council of the Institute are being revised as per the applicable laws and sent to the Central Government for their consideration and subsequent notification u/s 118(10).
Accordingly, the Secretarial Standards Board (SSB) of the Institute of Company Secretaries of India had revised its Secretarial Standards on Meetings of the Board of Directors (SS-1), General Meetings (SS-2), Minutes (SS-5) and Passing of Resolutions by Circulation (SS-7) as per the new Act and Rules thereunder and sought public comments on the Exposure Drafts in the second week of April 2014.
Based on the public comments and other suggestions received from various quarters, it has been observed that the corporates follow divergent practices in respect of various aspects relating to the Board and General Meetings and also that they are facing several issues in the implementation of these new Rules which needs to be addressed.
The SSB of ICSI is now endeavouring to address these issues/grey areas while finalising Secretarial Standards with respect to General and Board Meetings and therefore soliciting your suggestions on the same.
You are requested to send us the practices followed by your company in respect of these Meetings and also any issues/grey areas identified by you in the Act, Rules and/or Forms w.r.t. these Meetings which, in your opinion, needs to be addressed in order to enable the SSB to finalise the Standards by incorporating the best practices and addressing the issues/grey areas.
In view of the urgency of the matter, please send in your suggestions in the format attached to ccgrt@icsi.edu or ccgrt.ssb@gmail.com so as to reach us on or before Monday, 12th May 2014.
The Drafts of the Standards are being finalised by the SSB and would be once again put up for public comments in the second week of May 2014 on the Home Page of the ICSI website.
CS M S Sahoo
Secretary, ICSI
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