I/SSB/2015 , Dated-26th June, 2015
The Institute of Company Secretaries of India (ICSI) had vide ICSI Notification No.1 (SS) of 2015 dated 23rd April, 2015, as published in the Gazette of India Extraordinary Part III – Section 4, issued the Secretarial Standards on ‘Meetings of the Board of Directors ”SS-1″] and ‘General Meetings’ ”SS-2″] [collectively referred to as the Secretarial Standards]. These Secretarial Standards shall come into effect from 1st July, 2015.
The Ministry of Corporate Affairs (MCA), in exercise of its powers conferred by clauses (a) and (b) of Section 462 (1) and (2) of the Companies Act, 2013 (the Act) issued Notifications No. G.S.R. 463(E), G.S.R. 464(E), G.S.R. 465(E), G.S.R. 466(E) (hereinafter referred to as “MCA Notification (s)“) all dated 5th June, 2015, has directed that certain provisions of the Act shall not apply or shall apply with such exceptions, modifications and adaptations as specified in the MCA Notification (s) to Government companies, Private Companies, Nidhis and Section 8 (Non-Profit) Companies respectively.
The Scope of the Secretarial Standards as laid down in SS-1 and SS-2 is as under:
“This Standard is in conformity with the provisions of the Act. However, if due to subsequent changes in the Act, a particular Standard or any part thereof becomes inconsistent with the Act, the provisions of the Act shall prevail.”
Accordingly, if due to MCA Notification (s) referred to herein above, a particular standard or any part thereof becomes inconsistent with any of the provisions of the Act, such corresponding provisions of the Act read with the MCA Notification (s) shall prevail.
CS Atul H Mehta President
Sub.: Clarification on Applicability of Secretarial Standards
Dear Professional Colleagues
The Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) (together referred to as the Secretarial Standards), as approved by the Central Government, have been issued by the Institute of Company Secretaries of India (ICSI) under the provisions of Section 118(10) of the Companies Act, 2013 (the Act), vide ICSI Notification No. 1 (SS) of 2015 dated April 23rd, 2015 and published in the Gazette of India Extraordinary Part III – Section 4. These Secretarial Standards shall come into force w.e.f. 1st July 2015.
The Secretarial Audit Report issued pursuant to the provisions of Section 204 (1) of the Act read with Rule 9(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, shall be in Form No. MR-3 (Secretarial Audit Report) and shall inter-alia mention about the examination conducted by the Secretarial Auditor w.r.t. the compliance by a Company under the applicable clauses of the Secretarial Standards.
Considering the date of effectiveness of Secretarial Standards, the Institute clarifies the following:
2. The Secretarial Audit Report for the Financial Year 2014-15 need not report specific non-compliances/observations/audit qualification, reservation or adverse remarks in respect of compliance with SS-1 and SS-2 as these will become effective from 01st July, 2015.
3. Further, other Secretarial Standards issued by ICSI in line with the provisions of the Companies Act, 1956 are under revision to align with the provisions of the Companies Act, 2013. Accordingly, such other Secretarial Standards are not applicable presently.
Members of the ICSI are advised to take note of the above suitably on matters pertaining to compliance of the Secretarial Standards.
Chief Executive & Officiating Secretary
Institute of Company Secretaries of India (Source- ICSI)