Secretarial Standard

Secretarial Standard on Meetings of Board of Directors

Company Law - This Standard prescribes a set of principles for convening and conducting Meetings of the Board of Directors. This Standard is applicable to the Meetings of Board of Directors of all companies incorporated under the Act except One Person Company (OPC) in which there is only one Director on its Board and a company licensed under […]...

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Checklist on SS-4 Report of the Board of Directors

Company Law - Checklist on SS-4 Report of the Board of Directors Reserves 1. If amount is transferred to reserves then mentioned the same. 2. If no amount is transferred to reserves the note should be mentioned in report. Dividend 1. Amount of dividend per share, percentage and dividend distribution tax thereon is to be mentioned. 2. Amount […]...

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Introduction of Secretarial Audit

Company Law - Secretarial Audit a system to check the overall compliance of Laws, Rules, Regulations, Circulars, Notifications etc, which are applicable on an Organization.  Secretarial Audit ensure that the proper compliance system are in order. Why Secretarial Audit is Important? To Protect the interest of the stakeholders of the Company To avoid t...

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

Company Law - (SS-1) on Meetings of Board of Directors The Board may, by a Resolution passed at a Meeting, delegate certain powers to any Committee of Directors, the Managing Director, the Manager or any other principal officer of the company or in the case of a branch office of the company, the principal officer of the branch office, on such condition...

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Minutes of Board Meeting as per Secretarial Standard-1

Company Law - Secretarial Standards are the Standards issued by Institute of Company Secretaries of India which was constituted under Section 3 of the Company Secretaries Act, 1980. Till date two secretarial standards are being approved by the government of India which are :-...

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Extension of last date to submit comments on exposure draft of Guidance Note on Auditing Standards on Secretarial Audit (CSAS-4)

Company Law - The Institute of Company Secretaries of India 17th November, 2020 Dear Sir/Madam, Subject: Extension of last date to submit comments on exposure draft of Guidance Note on Auditing Standards on Secretarial Audit (CSAS-4) The Institute of Company Secretaries of India had issued first four Auditing Standards namely CSAS-1: Auditing Standard ...

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Guidance Note on Auditing Standard on Secretarial Audit (CSAS-4)

Company Law - To set out the explanations, procedures and practical aspects in respect of the various provisions contained in the Auditing Standard on Secretarial Audit (CSAS-4), the Auditing Standards Board (ASB) of the Institute has brought out the Exposure Draft of the Guidance Note on Auditing Standard on Secretarial Audit (CSAS-4)....

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Guidance on applicability of SS-1 and SS-2

Company Law - Clarification/ Guidance on applicability of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2). As you are aware, Section 118(10) of the Companies Act, 2013 provides for mandatory observance of SS-1 and SS-2 by all companies....

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Revised Drafts of Secretarial Standard 1 and 2 on Meetings

Company Law - 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 1st July, 2015....

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ICSI Guidance Note on Report of Board of Directors

Company Law - The Board’s Report is an important means of communication by the Board of Directors of a company with its stakeholders. The Board’s Report provides the stakeholders with both financial and non-financial information, including the performance and prospects of the company, relevant changes in the management and capital structure...

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ICSI withdraws existing SS-1 and SS-2 w.e.f. 30th September, 2017, Revised SS-1 & to be introduced w.e.f. 01.10.2017

F. No. ICSI/6/2017 - (16/08/2017) - F. No. ICSI/6/2017.—The Notification ICSI No.1 (SS) of 2015 dated 23rd April, 2015, published in the Gazette of India, Part III, Section 4, with regard to (i) SS-1: Secretarial Standard on Meetings of the Board of Directors and (ii) SS-2: Secretarial Standard on General Meetings, stands withdrawn*...

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Secretarial Standards are applicable w.e.f. 1st July 2015

I/SSB/2015 - (26/06/2015) - These Secretarial Standards (SS-1 and SS-2) shall apply to Board Meetings and General Meetings, in respect of which Notices are issued on or after 1st July, 2015....

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Regarding Approval of Secretarial Standards SS-1 and SS-2

1/3/2014-QL-I - (10/04/2015) - Approval of Central Government under sub-section (10) of section 118 of the Companies Act, 2013 is hereby accorded to the Secretarial Standards (SS) namely SS-1 on Meetings of the Board of Directors and SS-2 General Meetings....

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Recent Posts in "Secretarial Standard"

Extension of last date to submit comments on exposure draft of Guidance Note on Auditing Standards on Secretarial Audit (CSAS-4)

The Institute of Company Secretaries of India 17th November, 2020 Dear Sir/Madam, Subject: Extension of last date to submit comments on exposure draft of Guidance Note on Auditing Standards on Secretarial Audit (CSAS-4) The Institute of Company Secretaries of India had issued first four Auditing Standards namely CSAS-1: Auditing Standard ...

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Posted Under: Company Law |

Secretarial Standard on Meetings of Board of Directors

This Standard prescribes a set of principles for convening and conducting Meetings of the Board of Directors. This Standard is applicable to the Meetings of Board of Directors of all companies incorporated under the Act except One Person Company (OPC) in which there is only one Director on its Board and a company licensed under […]...

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Posted Under: Company Law |

Guidance Note on Auditing Standard on Secretarial Audit (CSAS-4)

To set out the explanations, procedures and practical aspects in respect of the various provisions contained in the Auditing Standard on Secretarial Audit (CSAS-4), the Auditing Standards Board (ASB) of the Institute has brought out the Exposure Draft of the Guidance Note on Auditing Standard on Secretarial Audit (CSAS-4)....

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Posted Under: Company Law |

Checklist on SS-4 Report of the Board of Directors

Checklist on SS-4 Report of the Board of Directors Reserves 1. If amount is transferred to reserves then mentioned the same. 2. If no amount is transferred to reserves the note should be mentioned in report. Dividend 1. Amount of dividend per share, percentage and dividend distribution tax thereon is to be mentioned. 2. Amount […]...

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Posted Under: Company Law |

Introduction of Secretarial Audit

Secretarial Audit a system to check the overall compliance of Laws, Rules, Regulations, Circulars, Notifications etc, which are applicable on an Organization.  Secretarial Audit ensure that the proper compliance system are in order. Why Secretarial Audit is Important? To Protect the interest of the stakeholders of the Company To avoid t...

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Posted Under: Company Law |

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

(SS-1) on Meetings of Board of Directors The Board may, by a Resolution passed at a Meeting, delegate certain powers to any Committee of Directors, the Managing Director, the Manager or any other principal officer of the company or in the case of a branch office of the company, the principal officer of the branch office, on such condition...

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Posted Under: Company Law |

Guidance on applicability of SS-1 and SS-2

Clarification/ Guidance on applicability of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2). As you are aware, Section 118(10) of the Companies Act, 2013 provides for mandatory observance of SS-1 and SS-2 by all companies....

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Posted Under: Company Law |

Minutes of Board Meeting as per Secretarial Standard-1

Secretarial Standards are the Standards issued by Institute of Company Secretaries of India which was constituted under Section 3 of the Company Secretaries Act, 1980. Till date two secretarial standards are being approved by the government of India which are :-...

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Posted Under: Company Law |

Secretarial Standard 1 – An Insight

Q 1. Why Secretarial Standard – 1 along with other Standards are formulated? Ans: This was to ensure that uniform practices are followed by the companies throughout the country and to bring more clarity and recommend good governance practices....

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Posted Under: Company Law |

ICSI Clarification on Secretarial Standards (SS-1 & SS-2) Due to COVID19

Overview: The Institute of Company Secretaries of India (ICSI) on 15th April, 2020 has issued Clarification/Guidance on applicability of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) Due to COVID-19 outbreak and lockdown situation prevailing in the Country, various provisions of the Compani...

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Posted Under: Company Law |

ICSI Clarifies on applicability of Secretarial Standards 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) 03.04.2020 Dear Professional Colleagues, Subject: Clarification/ Guidance on applicability of Secretarial Standards on Meetings of the Board of Directors ...

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Posted Under: Company Law |

Secretarial Audit: Recent Amendment

Section 204 of Companies Act, 2013 provides for Secretarial audit for bigger companies. It was hailed as an important step in improving corporate governance and ensure effectives compliances of the rules and regulations applicable on the company....

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Posted Under: Company Law |

Holding of annual general meeting as per Companies act, 2013

A meeting of members of the company where annual report is presented for adoption is called the Annual general meeting or AGM and it should not be mistaken with any other type of shareholder’s meeting....

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Posted Under: Company Law |

Revised Drafts of Secretarial Standard 1 and 2 on Meetings

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 1st July, 2015....

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Posted Under: Company Law |

ICSI Guidance Note on Report of Board of Directors

The Board’s Report is an important means of communication by the Board of Directors of a company with its stakeholders. The Board’s Report provides the stakeholders with both financial and non-financial information, including the performance and prospects of the company, relevant changes in the management and capital structure...

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Posted Under: Company Law |

Extended version of secretarial compliance

BACKGROUND The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been amended after the recommendation of the Kotak Committee to include the following Regulation: 24A: Secretarial Audit Every  listed  entity  and  its  material  unlisted  subsidiaries  incorporated  in  India  shall  undertake  sec...

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Posted Under: Company Law |

13 recent important decisions taken by ICSI Council

Ceiling on number of Annual Secretarial Compliance Reports to be issued by PCS - (i) The ceiling on number of Annual Secretarial Compliance Reports to be issued by PCS is 5 (five) reports individually/ per partner in each financial year w.e.f. April 1, 2020 and an additional limit of 5 (five) Secretarial Compliance Reports individually/ p...

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Posted Under: Company Law |

Secretarial Audit As A Tool For Good Corporate Governance

Every Company, while carrying out its business activities, has to comply with the prescribed rules and regulations relating to the Companies Act, Securities laws, FEMA, Industry Specific laws and General and should also pursue the good governance practice Secretarial Audit covers non-financial aspects of the business having impact on the ...

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Posted Under: Company Law |

Annual Secretarial Audit & Compliance Report format for listed entities & their material subsidiaries

Every Listed Company and every material unlisted subsidiary (incorporated in India) of listed company has to submit Secretarial Audit Report in Form MR-3 in its Annual Report. Every Listed Company has to submit an Annual Compliance Report to the Stock Exchanges within 60 days of the end of the Financial Year....

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Posted Under: Company Law |

Introduction To Secretarial Compliance Report

SEBI vide its circular CIR/CFD/CMD1/27/2019 dated February 08, 2019 has specified Format for annual secretarial audit report and annual secretarial compliance report for equity listed entities and their material subsidiaries....

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Posted Under: Company Law |

Board Meeting under Companies Act, 2013 & ICSI Secretarial Standard

Board Meeting as per Companies Act, 2013 and Secretarial Standard issued by ICSI. The Board of Director of the Company is primarily an oversight Board. It oversees the management of the company to ensure that the interest of non-controlling shareholders is protected. 1. Frequency of Board Meeting: 1. First Board Meeting (BM) should be hel...

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Posted Under: Company Law |

CRUX ON SS-4 : Secretarial Standard on Report of Board of Directors

EFFECTIVE DATE  – Secretarial Standard 4 on Report of Board Of Directors shall come into effect from 1st October, 2018. This Standard is issued by the Council of the Institute of Company Secretaries of India and may be called the Secretarial Standard-4 (SS-4) on ‘Report of the Board of Directors’. The Secretarial Stand...

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Posted Under: Company Law |

Secretarial Standard – SS-4 on Report of Board of Directors

After issuing SS1, SS2 and SS3, today ICSI notified Secretarial Standard on Board Report effective from October 1, 2018. Currently it is voluntary for adoption by the Company...

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Posted Under: Company Law |

Resolution by circulation under Companies Act 2013 read with SS-1

Resolution-by-circulation means the resolution which is passed by the circulation among the directors or members of the Board. Generally, the resolution was proposed to be passed when there is urgency or sometimes the resolution by circulation is preferred to avoid the procedural requirements of convening the physical Board Meeting....

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Posted Under: Company Law |

ICSI PPT on Secretarial Standards

Role of Secretarial Standards Set a unified code of secretarial practices and ethics to be followed by corporates Facilitate dispute resolution between various stakeholders Provide clarity where the law is silent or ambiguous Boost confidence of investor and in particular, the Institutional Investor. Provide assuranc...

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Posted Under: Company Law |

Secretarial Audit – An Antidote for Corporate Frauds

Secretarial audit of corporate law compliances, listing agreement compliances, SEBI rules and regulations and other laws specifically applicable to the corporates....

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Posted Under: Company Law |

Crux of SS-3 – Secretarial Standard on Dividend

1. Dividend shall be paid out of the profits of the financial year for which such Dividend is sought to be declared and/or out of profits for any previous financial year(s) which remains undistributed after providing for depreciation in accordance with the provisions of the Act. Dividend may also be declared out of money provided [&hellip...

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Posted Under: Company Law |

Secretarial Audit- A mandate and governance transparency

In common parlance audit refers to the systematic examination and verification of the records, transactions, documents and physical inspection of the activities by qualified personnel. ...

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Posted Under: Company Law |

Short Note on Secretarial Standard -3 on – Dividend

Before writing on SS-3 one Quick Question is Whether adherence of this Secretarial Standard is Mandatory or recommendatory for the Corporates. These standards are issued by ICSI, However, adherence of these standards are Recommendatory...

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Posted Under: Company Law |

ICSI Secretarial Standard on Dividend (SS-3)

SECRETARIAL STANDARD ON DIVIDEND- The following is text of the Secretarial Standard-3 (SS-3) on Dividend, issued by Council of Institute of Company Secretaries of India. Adherence to this Secretarial Standard is recommendatory....

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Posted Under: Company Law |

ICSI Guidance Note on General Meeting

Guidance Note on Secretarial Standard on General Meetings (SS-2) sets out the explanations, procedures and practical aspects in respect of the provisions contained in revised SS-2 (effective from 1st October, 2017) to facilitate compliance thereof by the stakeholders....

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Posted Under: Company Law |

ICSI Guidance Note on Meeting of Board of Directors

Guidance Note on Secretarial Standard on Meetings of the Board of Directors (SS-1) sets out the explanations, procedures and practical aspects in respect of the provisions contained in revised SS-1 (effective from 1st October, 2017) to facilitate compliance thereof by the stakeholders....

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Posted Under: Company Law |

Compliance for Companies related to Meetings As per new SS 1

Notice shall specify the serial no., day, date, time and full address of the venue of the meeting. Meeting may be convened at any time and place, on any day. Notice is required to be given even if meeting is held on pre-determined date or interval....

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Posted Under: Company Law |

Comparative Analysis of Amendments in SS-2

To facilitate ease of doing business, a minimum time period is provided for preserving proof of sending by the company. The queries of stakeholders regarding period of maintenance of such records now get solved by this amendment as the discretion is given to the Board of Directors to decide the period of retention of such records, in any ...

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Posted Under: Company Law |

Comparative Analysis of Amendments in SS-1

It was intended to apply the provisions of SS-1 to the committees constituted by the Board under the Act and not to various other committees constituted under the other laws/Regulations. The amendment in the definition is made accordingly, to reflect the intention....

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Posted Under: Company Law |

Summary of major changes in Revised Secretarial Standard 1

We all are aware that the Secretarial Standards (SS) has been introduced by The Institute of Company Secretaries of India (ICSI) w.e.f. 1st July, 2015 and the same got its authentication under section 118(10) of the Companies Act, 2013 (‘Act’). Time and again, there were modifications, alterations and amendments in the Companies Act, ...

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Posted Under: Company Law |

Major changes in Secretarial Standard – 2 General Meeting

Revised Secretarial Standard - 2 General Meeting is applicable to all General Meetings of all companies incorporated under the Act except One Person Company (OPC) in which there is only one Director on its Board and a company licensed under Section 8 of the Companies Act, 2013 or corresponding provisions of any previous enactment thereof....

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Posted Under: Company Law |

Analysis on revised Secretarial Standard 2

The Institute of Company Secretaries of India (ICSI) has recently revised the Secretarial Standard on Meeting of the Board of Directors (SS 1) and General Meeting (SS 2). The enforce ability of SS 1 and SS 2 comes from the provisions of section 118(10) of the Companies Act, 2013 (Act, 2013). The earlier SS 1 and SS 2 were made effective f...

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Posted Under: Company Law |

Major changes in Secretarial Standard 1 Meeting of Board of Directors

The Standard is applicable to the Meetings of Board of Directors of all companies incorporated under the Act except One Person Company (OPC) in which there is only one Director on its Board....

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Posted Under: Company Law |

Revised Secretarial Standards applicability and why revised

Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) were approved by the Central Government under Section 118(10) of the Companies Act, 2013 on 10th April, 2015 and were published in the Gazette of India Extraordinary Part III -Section 4 on 23rd April, 2015 vide ICSI Notification No. (1) SS of 20...

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Posted Under: Company Law |

Revised Secretarial Standard on General Meetings (SS-2)

Following is the text of the revised Secretarial Standard-2 (SS-2) on General Meetings, issued by the Council of the Institute of Company Secretaries of India and approved by the Central Government. Adherence by a company to this Secretarial Standard is mandatory, as per the provisions of the Companies Act, 2013....

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Posted Under: Company Law |

Revised Secretarial Standard on Meetings of Board of Directors (SS-1)

The following is the text of the Revised Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors, issued by the Council of the Institute of Company Secretaries of India and approved by the Central Government....

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Posted Under: Company Law |

ICSI releases Revised Secretarial Standards 1 and 2

The revised SS-1 & SS-2 as approved by the Central Government under Section 118(10) of the Companies Act, 2013 shall be applicable for compliance by all the companies (except the exempted class of companies) w.e.f. 10 October, 2017...

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Posted Under: Company Law |

Comparative Chart on Revised Secretarial Standard – 1

Scope:- This Standard is applicable to the Meetings of Board of Directors of all companies incorporated under the Act except One Person Company (OPC) in which there is only one Director on its Board. The principles enunciated in this Standard for Meetings of the Board of Directors are also applicable to Meetings of Committee (s) of the Bo...

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Posted Under: Company Law |

Major Amendment In Secretarial Standard 2- On General Meeting

In this Flash editorial, the author referring amendment i.e. Secretarial Standard -2 (here after referred as SS-2) issued on July, 1st, 2015 (here after referred as Old SS) and Revised version of SS-2 effective from 1st October, 2017 issued by issued by Institute of Company Secretary of India (ICSI) dated 30th August, 2017....

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Posted Under: Company Law |

Frequently Asked Questions on Secretarial Standards

Section 118(10) of the Companies Act, 2013 mandates the observance of Secretarial Standards on General and Board Meetings specified by The Institute of Company Secretaries of India and approved by the Central Government. Accordingly, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on Genera...

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Posted Under: Company Law |

Major Amendment in Secretarial Standard 1- Meeting of Board of Directors

Revised Secretarial Standard shall be effective w.e.f. 1st October, 2017. There are some alterations made in the revised SS-1 in comparison to former SS-1.This Standard prescribes a set of principles for convening and conducting Meetings of the Board of Directors and matters related thereto....

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Posted Under: Company Law |

ICSI withdraws existing SS-1 and SS-2 w.e.f. 30th September, 2017, Revised SS-1 & to be introduced w.e.f. 01.10.2017

F. No. ICSI/6/2017 (16/08/2017)

F. No. ICSI/6/2017.—The Notification ICSI No.1 (SS) of 2015 dated 23rd April, 2015, published in the Gazette of India, Part III, Section 4, with regard to (i) SS-1: Secretarial Standard on Meetings of the Board of Directors and (ii) SS-2: Secretarial Standard on General Meetings, stands withdrawn* w.e.f. 30th September, 2017...

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Brief Overview of Secretarial Audit

Secretarial audit defined under Companies Act, 2013. It is Compliance of various applicable laws under companies act or any other act, rules, regulation and Procedure. Secretarial audit will be helpful to the Promoters, Independent & Non- Independent Directors, government authorities & regulators, Investors, stakeholders, Creditors and ma...

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Posted Under: Company Law |

Secretarial Standard SS-1 – Presentation Through Flow Chart

Through my article on Secretarial Standards on Meetings of the Board of Directors I have tried to compile all the related provisions and present the same through flow charts. This five page article shall definitely help you in understanding the complete provisions of SS-1 at a glance.  ...

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Posted Under: Company Law |

Exposure Draft Secretarial Standard on Report of Board of Directors

Companies Act, 2013 requires Board of Directors of every company to present Financial Statements to shareholders along with their Report known as the Report of Board of Directors or Boards Report....

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Posted Under: Company Law |

Exposure Draft of Secretarial Standard-3 (SS-3) on Dividend

In this Secretarial Standard, the Standard portions have been set in bold types These shall be read in the context of the background material which has been set in normal type. Both the Standard portions and the background material have equal authority...

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Posted Under: Company Law |

Disclosures and Voting at Board Meeting on Interested Items

As we are aware of the fact that, the Company is one of the forms of separate legal entity and it can act on its behalf and in its own name. This fact is also sound accepted that the Company for making the growth enters into contract of arrangement or various transactions on daily basis with various parties. Mainly, into closely held comp...

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Posted Under: Company Law |

Minutes of Board Meeting under New Compliance Regime

The Institute of Company Secretaries of India has issued the Secretarial Standards (SS1 on Meeting of the Board of Directors and SS2 on General Meetings) which were approved by the Central Government. The adherence by the Company to these Standards is mandatory, as per the provisions of Section 118(10) of the Companies Act, 2013....

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Posted Under: Company Law |

Secretarial Audit- An Approach!!!! (Under Companies Act, 2013)

Earlier Under Companies Act, 1956, Secretarial Audit was not mandatory for the Companies, but with the enactment of Companies Act, 2013, Secretarial Audit is mandatory for certain companies under Section 204 of Companies Act, 2013....

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Posted Under: Company Law |

Secretarial Standard-1 (Compliances for Meetings of Board of Directors)

Secretarial Standard-1 (SS-1) is applicable on all Companies registered & incorporated under the Companies Act, 2013 & other previous laws except One Person Company. The effective date of enforcement of this standard is 1st July, 2015. ...

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Posted Under: Company Law |

Importance of passing Board Resolutions by Circulation

After the enforcement of Secretarial Standard on meeting of the Board of Directors of a Company [SS-1] w.e.f. 1st July, 2015, importance of passing of Board Resolutions by Circulation, pursuant to provisions of Section 175 of the Companies Act, 2013, has increased manifold, unless it is required by Statute or Articles of Association of th...

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Posted Under: Company Law |

Ready Reckoner -Secretarial Standard -2 (General Meeting)

The major decision of Company is takenby the Shareholders and Directors of the Company. Therefore, it was essential that the decision making process should be in such a manner so that it serve the right purpose. Therefore, the Institute of Company Secretaries of India, in consultation with other advisory committee has framed a process kno...

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Posted Under: Company Law |

Comparative Analysis of Secretarial Standard-1 With CA, 2013

The Ministry of Corporate Affairs (MCA) approved the Secretarial Standards issued by ICSI on Board and General meetings vide circular dated 10th April, 2015, which has been notified in the official gazette on 23rd April, 2015 and are applicable w.e.f. 1st July, 2015....

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Posted Under: Company Law |

Ready Reckoner -Secretarial Standard 1 (Board Meeting)

The Ministry of Corporate Affairs conferred its approval to Secretarial Standard-1 (relating to Board Meeting) and Secretarial Standard-2 (relating to General Meeting) issued by the Institute of Company Secretaries of India (ICSI). No other country of the world except India has yet adopted the Secretarial Standards (SS). The Board of Dire...

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Guidance Note on Meetings of the Board of Directors

The fundamental principles with respect to Board Meetings are laid down in the Act. SS-1 facilitates compliance with these principles by endeavouring to provide further clarity where there is ambiguity and establishing benchmark standards to harmonise prevalent diverse practices. For the benefit of companies, SS-1 provides necessary flexi...

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Posted Under: Company Law |

Guidance Note on General Meetings

The fundamental principles with respect to General Meetings are laid down in the Act. SS-2 facilitates compliance with these principles by endeavouring to provide further clarity where there is ambiguity or establishing benchmark standards to harmonise prevalent diverse practices. Complying with SS-2 ensures robust procedures and systems ...

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Posted Under: Company Law |

Compliances to be done by Companies as per Secretarial Standard 1

SECRETARIAL STANDARD -1 [Meetings of Board of Directors]:- This Secretarial Standard is applicable on all the Companies except One Person Company. Besides, meeting of the Board of Directors, the standard is also applicable on meeting of the Committee(s) of the Board unless otherwise stated by any other applicable guidelines, rules and reg...

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Posted Under: Company Law |

ICSI invites suggestions on Draft Guidance Note on General Meetings

The Draft of the Guidance Note on General Meetings (SS-2) proposed to be released is appended below for your valuable comments/suggestions, before release. In case, you feel any issue is not covered and is required to be added, you may send your comments/suggestions thereon....

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Posted Under: Company Law |

ICSI invites suggestions on Draft Guidance Note on Meetings of Board of Directors

CL&G:SSB:2015       Dated- 29th October 2015 Dear Professional Colleagues, As you are aware, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) are applicable to the companies w.e.f.  1st July ...

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Posted Under: Company Law |

Secretarial Standard on General Meetings – SS2

CS S. Dhanapal Section 118 of the Companies Act, 2013 which contains provisions relating to minutes of Board, General and other meetings and resolutions passed by postal ballot, contains in sub-section 10 that ‘Every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of ...

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Posted Under: Company Law |

Secretarial Standard- 1 On Meetings of The Board of Directors

Secretarial Standard- 1 on Meetings of the Board of Directors prescribes a set of principles for convening and conducting Meetings of the Board of Directors and matters related thereto. This Standard is applicable to the Meetings of Board of Directors of all companies incorporated under the Act except One Person Company (OPC) in which the...

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Posted Under: Company Law |

Agenda for Board Meeting Required to be Held before AGM for Private Limited Companies –SS-1

In this article I am going to discuss about the Agenda of Board Meeting required to be held for following purposes: Like: Approval of Directors’ Report/ Annual Account and issue of Notice of AGM. As we know that secretarial Standard on Board Meeting has been applicable from 1st July, 2015. On or after 1st July, 2015 all the Board Meetin...

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Posted Under: Company Law |

SS-1- A challenge for closely held companies

The SS-1, Secretarial Standard on meetings of the board of directors being effective from 01st July, 2015, were voluntarily adopted by big corporate as a good secretarial practices. But now SS-1 after coming into force made a big challenge for the private companies and unlisted public companies in the practice of preparation of notice of ...

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Posted Under: Company Law |

A Practical Perspective View on The Secretarial Standards

India has laws for everything. Without laws Indians follow nothing. The Children’s School Bags Act, 2006 prescribes school bags should not weigh more than 10% of the body weight of the child. Similarly, it may be proposed, that laws should not create more problems than they aim to solve....

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Posted Under: Company Law |

Does SS 1 provides "Gully"? – Participation in restricted items vide VC/AV mode

Of late, the Information Technology made it practicable to have all kinds of meetings through Video Conferencing. Meetings through Video conferencing has telescoped the world and has made it look smaller than ever before. Now throughout the world, every Tom, Dick, and Harry is approachable just at a click of the mouse. ...

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Posted Under: Company Law |

All about Secretarial standard 2 on General Meeting

Secretarial standard on general meeting issued by the Institute of company secretaries of India and approved by central government. The aim of secretarial standard is to promote good corporate governance. The standards are basically compilation of good secretarial practices with a view to ensure proper corporate governance. ...

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Posted Under: Company Law |

FAQs on Secretarial Standard 1 and 2 related to Board & General Meetings

ICSI has issued on the basis of Queries received by it Responses to Queries received on Secretarial Standards on Board Meetings (SS-1) and on Secretarial Standards on General Meetings (SS-2) Link to Download Frequently Asked Questions and Answers Directly from ICSI Website on is as follows :- Responses to Queries received on Secretarial S...

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Posted Under: Company Law |

Provisions of Secretarial standard 2 on General Meetings

A. FREQUENCY OF GENERAL MEETING: Every Company in each Calendar Year, hold a General Meeting called the Annual General Meeting. ANNUAL GENERAL MEETING: The Board shall every year convene meeting of members called Annual General Meeting. Annual General Meeting specifically called to transact Special Business....

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Posted Under: Company Law |

Minutes of General Meeting as per Secretarial Standard 2

 BACKGROUND: The drafting and maintenance of minutes of meetings has traditionally and for long been core functions of the Company Secretary. Justifiably so, for, the Company Secretary doesn’t merely writes minutes, he writes history- the history of the company, the history of the corporate sector and in a vicarious manner, of the econ...

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Posted Under: Company Law |

Notice of General Meeting as per Secretarial Standard 2

Secretarial Standard on Notice of General Meeting seeks to prescribe a set of principles for the convening and conduction of General Meeting and matters relating thereto.This Standard also deals with conduct of e-voting and postal ballot. IMPORTANT: If any time there is any amendment come into Companies Act, 2013 and such changes or any p...

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Posted Under: Company Law |

A brief on Secretarial Standard 1

CS Raghav Bansal SECRETARIAL STANDARD-1 Today companies are not isolated entity they have crossed the borders have internationally recognized so there is a clear need to bring uniformity in secretarial standards and thus introduction of Secretarial Standard-1 has timely and appropriate. Secretarial Standard also intends to reduce the ambi...

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Posted Under: Company Law |

Secretarial Standards are applicable w.e.f. 1st July 2015

I/SSB/2015 (26/06/2015)

These Secretarial Standards (SS-1 and SS-2) shall apply to Board Meetings and General Meetings, in respect of which Notices are issued on or after 1st July, 2015....

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SS-1 Secretarial Standard on Meetings of the Board of Directors

1. Applicable to all Companies Board Meetings and Committees Meetings except One Person Company [OPC]. 2. Convene of the Meeting- · Any one of the Director /Company Secretary / other person authorised by the Board of Directors. · Every Meeting shall have serial number...

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Posted Under: Company Law |

SS-2 Secretarial Standard on General Meetings of Companies

1. Convening a Meeting- · A General Meeting shall be convened by or on the authority of the Board. · Notice in writing of every Meeting shall be given to every Member of the company. Such Notice shall also be given to the Directors and Auditors of the company, to the Secretarial Auditor, to Debenture Trustees, if any,...

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Posted Under: Company Law |

Analysis of Secretarial Standard on Meetings of the Board of Directors

The Ministry of Corporate Affair (MCA) has issued circular Dated: 10th April, 2015 vide Letter No. 1/E/2014/CA/I and same has been notified in official Gazette on 23rd April, 2015. Secretarial standard are applicable on Companies from 1st July, 2015....

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Posted Under: Company Law |

Passing of Resolution by Circulation under Companies Act 2013 & Secretarial Standard

As per the provisions of The Companies Act 2013 & Secretarial Standards-I issued by ICSI a company should conduct at least 1 (One) meeting in a quarter i.e. 4 (four) meetings a year (Except One Person Company). Where the company holds only 1 meeting (just complying with the mandatory requirement) in a quarter, the items/proposal which may...

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Posted Under: Company Law |

Effect of Secretarial Standards on Private Limited Companies

Need of Secretarial Standards: Due to following reason, need of Secretarial Standard becomes more inevitable: - Issues where the law is not clear; - Issues where the law is subject to multiple interpretations; - Issues where multiple/divergent practices exist though the law is clear - Secretarial Standards are to integrate, harmonise, ...

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Posted Under: Company Law |

Minutes of Board Meeting under Companies Act 2013 & Secretarial Standard 1

The drafting and maintenance of minutes of meetings has traditionally and for long been a core function of the Company Secretary. Justifiably so, for, the Company Secretary doesn’t merely writes minutes, he writes history- the history of the company, the history of the corporate sector and, in a vicarious manner, of the economy and the ...

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Posted Under: Company Law |

FAQs on Secretarial Standards

1. What is the need of the Secretarial Standards? + Companies follow diverse secretarial practices. These practices have evolved over a period of time through vañed usages and as a response to differing business cultures. As an illustration, in Companies Act, 2013, there are no provisions with regard to time within which Agenda and Notes...

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Posted Under: Company Law |

Secretarial Standard 1-Meetings of Board of Directors

Decisions of a Company are taken by its Board of Directors at their meetings. The Companies Act, 2013 (hereinafter referred to as Act) has put in place provisions to call, convene, conduct and regulate these meetings but the law had also mandated that every Company should observe Secretarial Standards. ...

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Posted Under: Company Law |

Notes on Secretarial Standard-1 Meetings of Board of Directors

The Secretarial Standard 1 seeks to prescribe a set of principles for convening and conduct of Board Meetings. The principles enunciated in this Standard are equally applicable to the meetings of Committees, unless otherwise stated herein or in the Act. The Directors owe a duty to the shareholders and should exercise care, skill and dilig...

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Posted Under: Company Law |

Key Changes / Clarification / new requirements under Secretarial Standard 1 & 2

Sending Notice, Agenda, Resolution by Circulation and Minutes of Board Meeting under SS-1-Secretarial Standard on Meetings of Board of Directors ♣ NOTICE – The Notice shall specify the serial number, day, date, time and full address of the venue of the Meeting. ♣  AGENDA- To send Agenda to the Directors at least seven days befo...

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Posted Under: Company Law |

Notified Secretarial Standards introduce new rules of Board room governance

The Secretarial Standards have been notified by the Institute of Company Secretaries of India in the Official Gazette and will take effect from July 1, 2015. Prior to the promulgation of the Companies Act, 2013, the secretarial standards were recommendatory in nature....

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Posted Under: Company Law |

Analysis of Secretarial Standard on General Meetings – SS2

Secretarial Standard on General Meeting issued by the Council of the ICSI and approved by Central Government is to be mandatorily adhered by all Companies as per the Provision of Section 118 (10) of Companies Act, 2013....

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Posted Under: Company Law |

Secretarial Standard-2 (SS-2) on General Meetings

SECRETARIAL STANDARD ON GENERAL MEETINGS Following is the text of the Secretarial Standard-2 (SS-2) on ‘General Meetings’, issued by the Council of the Institute of Company Secretaries of India and approved by the Central Government.  Adherence by a company to this Secretarial Standard is mandatory, as per the provisions of t...

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Posted Under: Company Law |

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

The following is the text of the Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors, issued by the Council of the Institute of Company Secretaries of India and approved by the Central Government. Adherence by a company to this Secretarial Standard is mandatory, as per the provisions of the Companies Act, 2013....

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Posted Under: Company Law |

ICSI issues Secretarial Standards applicable from 01.07.2015

 April 23, 2015 ICSI ISSUES SECRETARIAL STANDARDS APPROVED BY THE CENTRAL GOVERNMENT ICSI is the pioneer and the only institution in the world so far to have issued secretarial standards TO BE EFFECTIVE FROM JULY 1, 2015 New Delhi, 23 April 2015: Section 118(10) of the Companies Act, 2013 mandates companies to observe Secretarial Standar...

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Posted Under: Company Law |

Regarding Approval of Secretarial Standards SS-1 and SS-2

1/3/2014-QL-I (10/04/2015)

Approval of Central Government under sub-section (10) of section 118 of the Companies Act, 2013 is hereby accorded to the Secretarial Standards (SS) namely SS-1 on Meetings of the Board of Directors and SS-2 General Meetings....

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ICSI suggests inclusion of secretarial standards in the Companies Bill 2009

The Institute of Company Secretaries of India (ICSI) has suggested the Ministry of Corporate affairs to include about 10 secretarial standards in the Companies Bill 2009. The Bill already includes suggestions pertaining to general and board meetings of companies, said Vinayak S Khanvalkar, president, ICSI, at an interactive session here t...

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Posted Under: Company Law |

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