CHAPTER 21 SECRETARIAL STANDARD BOARD

CHAPTER 21

SECRETARIAL STANDARD BOARD

INTRODUCTION

As per section 118(10), every Company has to comply with Secretarial Standards on Board Meeting (SS-1) & Standard on General Meeting (SS-2) as issued by ICSI which became effective on 1st July, 2015 (amended with effect from 1st October, 2017).

Further it is the duty of Secretarial Auditor to report on compliance of Secretarial Standards.

The Body which formulates Secretarial Standards is Secretarial Standard Board (SSB).

SSB was constituted in the year 2000 when there was no such Board or body throughout the world.

COMPOSITION OF SSB

The SSB comprises of representatives from major industry associations viz,

 The Federation of Indian Chambers of Commerce and Industry (FICCI),

 Confederation of Indian Industry (CII),

 The Associated Chambers of Commerce & Industry of India (ASSOCHAM),

 PHD Chamber of Commerce and Industry,

 representatives of regulatory authorities, such as the Ministry of Corporate Affairs, Securities & Exchange Board of

India, Reserve Bank of India, Bombay Stock Exchange, National Stock Exchange of India Ltd. and the sister

professional bodies viz. the Institute of Chartered Accountants of India and the Institute of Cost Accountants of India

and eminent members of the Institute of Company Secretaries of India in employment and in practice.

FUNCTIONS OF SSBJ

The main functions of SSB are:

(i) Formulating Secretarial Standards;

(ii) Clarifying issues arising out of the Secretarial Standards;

(iii) Issuing Guidance Notes; and

(iv) Reviewing and updating the Secretarial Standards / Guidance Notes at periodic intervals.

NEED OF SECRETARIAL STANDARDS

Companies follow diverse secretarial practices and, therefore, there is a need to integrate, harmonies and standardize such

practices so as to promote uniformity and consistency.

Secretarial Standards are developed in a transparent manner after extensive deliberations, analysis, and research and after

considering the views of corporates, regulators and the public at large.

SCOPE OF SECRETARIAL STANDARD

Secretarial Standards do not substitute any existing laws or rules but, in fact only supplement such laws, rules and

regulations.

Secretarial Standards should be in conformity with the provisions of the applicable laws.

If SS is inconsistent with any law, the provisions of the said law shall prevail.

PROCEDURE FOR FORMULATION & ISSUE OF SECRETARIAL STANDARD

1. Determination of Area of Need: SSB, in consultation with the Council, determine the areas in which Secretarial

Standards need to be formulated and the priority thereof.

2. Formulation of Working Groups: In the preparation of Secretarial Standards, SSB may constitute Working Groups

to formulate preliminary drafts of the proposed Standards.

3. Circulation of Primary Draft amongst members of SSB: The preliminary draft of the Secretarial Standard prepared

by the Working Group shall be circulated amongst the members of SSB for discussion and shall be modified

appropriately, if so required.

4. Circulation of Primary Draft to Members of Institute and other authorities: The preliminary draft will then be

circulated to the members of the Central Council, as well as to Regional Councils/ Chapters of ICSI, various

professional bodies, Industry Association/Chambers of Commerce, regulatory authorities such as the Ministry of

Corporate Affairs, the Securities and Exchange Board of India, Reserve Bank of India, Department of Public

Enterprises and to such other bodies/organisations as may be decided by SSB, for ascertaining their views, specifying

a time- frame within which such views, comments and suggestions are to be received.

5. Preparation and publishing of exposure Draft: On the basis of suggestions received on the preliminary draft, an

Exposure Draft of proposed Secretarial Standard will be prepared and published in the "Chartered Secretary", the

journal of ICSI, and placed on the Website of ICSI for inviting suggestions/comments from public at large.

6. Submission to Council: After taking into consideration the comments received, the draft of the proposed Secretarial

Standard will be finalised by SSB and submitted to the Council of ICSI.

7. Finalisation and Issue of Secretarial Standard: The Council will consider the final draft of the proposed Secretarial

Standard and finalise the same in consultation with SSB. The Secretarial Standard on the relevant subject will then

be issued under the authority of the Council.

SECRETARIAL STANDARD ISSUED BY ICSI:

ICSI has so far issued the following Standards:

Secretarial Standards on Meetings of Board of Directors (SS-1)

Secretarial Standards on General Meetings (SS-2)

Secretarial Standard on Dividend (SS-3)

Secretarial Standard on Registers and Records (SS-4)

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