Revised Drafts of Secretarial Standard 1 and 2 on Meetings

The institute of company Secretaries of India 

In Pursuit of Professional Excellence
statutory body under an act of parliament
(under the jurisdiction of Ministry of corporate Affairs)

FOR PUBLIC COMMENTS

REVISED DRAFTS OF SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF

DIRECTORS (SS-1) AND SECRETARIAL STANDARD ON GENERAL MEETINGS (SS-2)

(Last date for comments: 10^th October 2019)

Background:

The Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) under Section 118(10) of the Companies Act, 2013 are effective from 1^st July, 2015.

On 4^th June, 2015 the Ministry of Corporate Affairs (MCA) constituted the Companies Law Committee (CLC) to make recommendations to the Government on issues arising from the implementation of the Companies Act, 2013 etc. In its report dated 1^st January, 2016 the CLC, inter alia, recommended that the ICSI should re-examine and revise the Secretarial Standards after considering the issues received from stakeholders.

Considering the CLC recommendations, stakeholder’s suggestions and other changes in law, the SS-1 and SS-2 have been revised by the ICSI and approved by the Central Government under Section 118(10) of the Companies Act, 2013. Thereafter, the revised SS-1 and SS-2 were made effective from 1st October, 2017.

Revised SS-1 & SS-2 (PHASE-III)

1. Subsequent to the approval of revised SS-1 & SS-2 as stated above, following further developments has taken place:

• Companies (Amendment) Act, 2017 was notified on 3^rd January, 2018
• MCA’s Exemption Notifications dated 13^th June, 2017
• Amendment in Schedule IV to the Companies Act, 2013 (Notification dated 5^th July, 2017)
• Amendment to the Companies (Meetings of Board and its Powers) Rules, 2014 (Notification dated 13^th July, 2017)

2. After considering the effects of the above amendments to the law, the Secretarial Standards Board (SSB) of ICSI has finalised the proposed amendments in SS-1 and SS-2 during the third phase review and the same is approved by the Council.

3. The Revised draft of SS-1 and SS-2, incorporating the proposed amendments (in track mode) with the Rationale for such amendments, is placed at Annexure – I & Annexure- II respectively seeking public comments in the following format:

The last date for public comments is 10^th October, 2019. Please do not wait for the last date to give your comments.

Your comments in the above format may be sent to the ICSI through e-mail at [email protected] or in hard copy to the following address:

Institute of Company Secretaries of India
(Secretariat-SSB)
ICSI House, 22,
Institutional Area, Lodhi Road,
New Delhi – 110003

President-ICSI

Issue Date: 16^th September, 2019

Annexure- I (Revised SS-1)

Annexure-II (Revised SS-2)