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Comparative Analysis of amendments in Secretarial Standards on General Meetings (SS-2)

The Institute of Company Secretaries of India (ICSI) has been playing a significant role in shaping corporate governance practices in India. One of the essential tools it employs is the issuance of Secretarial Standards.

The Institute of Company Secretaries of India (ICSI) issues Secretarial Standards to promote good corporate governance practices and ensure compliance with applicable laws and regulations. These standards provide guidelines and best practices for company secretaries, directors, and other stakeholders involved in corporate affairs.

Recently, ICSI has issued revised Standards under Section 118(10) of the Companies Act, 2013 which are effective from 1st April, 2024. The institute has incorporated amendments in many rules and also introduced new rules.

This article covers the new rules issued by the institute and a short comparison between previous and new standards.

Secretarial Standards on General Meetings (SS-2) 

Requirement to state particulars of the venue of the meeting, route map, prominent landmark for easy location on Notice There was a requirement of stating venue particulars, route map, and prominent landmark, However, an exemption has been provided to (i) a company in which only its directors and their relatives are members, and (ii) a wholly owned subsidiary form such requirement.
Hosting the route map along with the notice of meeting on the website of the company, if any. The revised standard provides that the notice along with route map has to be hosted till the conclusion of the meeting.
Submitting Scrutiniser report after postal ballot The revised standard provides that the scrutiniser shall submit the report within seven days from the last date of receipt of postal ballot forms.
Keeping Minutes only at registered office Previously minutes were required to be kept either at the registered office or at such other place, as may be approved by the board. Now the minutes book shall be kept only at the registered office of the company.
Signing of report of annual general meeting Every listed company was required to prepare a report on the annual general meeting which is to be signed by the chairman of the meeting or in case of his inability to sign, by any two directors of the company, one of whom shall be the managing director, if there is one and company secretary.  Now this requirement has been deleted.

Conclusion: The amendments introduced by ICSI in the Secretarial Standards on General Meetings (SS-2) signify the institute’s commitment to promoting robust corporate governance practices. By incorporating new rules and refining existing ones, these standards aim to enhance transparency and accountability in corporate affairs. Understanding the changes brought about by these amendments is crucial for company secretaries, directors, and other stakeholders to ensure compliance and uphold the principles of good governance.

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Qualified Company Secretary and Founder of NIRA Associates, Company Secretaries Firm. An experienced professional with a demonstrated history of working in the secretarial industry. Reach out for Legal and Statutory Compliance matters regarding Corporate Laws, Employment Laws, Labour Law, Finance, View Full Profile

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April 2024