Company Secretarial Standards
Company Secretarial Standards refer to a set of guidelines and practices that govern the conduct and responsibilities of company secretaries. These standards aim to ensure uniformity, professionalism, and best practices in the field of company secretarial work. In India, the Institute of Company Secretaries of India (ICSI) has established secretarial standards that govern the practices and responsibilities of company secretaries.
These standards are specifically designed for the adherence and implementation by company secretaries operating in the country.
Here are some key points related to company secretarial standards:
1. Secretarial Standard on Meetings of the Board of Directors (SS-1):
a. SS-1 provides guidelines for conducting board meetings, including the preparation of agendas, circulation of board papers, conduct of meetings, and recording of minutes.
b. It specifies the requirements for quorum, voting procedures, and the disclosure of interests by directors.
c. SS-1 emphasizes the importance of maintaining confidentiality and proper documentation of board proceedings.
2. Board of Directors Meetings Standard (SS-1)::
a. SS-2 sets out the procedures and practices to be followed for conducting general meetings of the company, such as annual general meetings (AGMs) and extraordinary general meetings (EGMs).
b. It covers topics like notice period, preparation and circulation of notices, conduct of meetings, proxy procedures, and voting requirements.
c. SS-2 aims to ensure that general meetings are conducted in a fair, transparent, and efficient manner.
3. Secretarial Standard on Dividend (SS-3):
a. SS-3 provides guidelines for the declaration and payment of dividends by companies.
b. It specifies the procedures for determining the dividend amount, the timing of dividend declaration and payment, and the documentation required.
c. SS-3 aims to ensure that the dividend distribution process is carried out in compliance with applicable laws and regulations.
4. Secretarial Standard on Maintenance of Registers and Records (SS-4):
a. SS-4 provides guidance on the maintenance and updating of various registers and records required by law, such as registers of members, directors, charges, and debenture holders.
b. It outlines the format, content, and preservation period for each register or record.
c. SS-4 emphasizes the importance of accurate record-keeping and the availability of information for compliance and decision-making purposes.
5. Secretarial Standard on Passing of Resolutions (SS-5):
a. SS-5 lays down the procedures for passing resolutions by boards and shareholders of companies.
b. It covers topics such as the types of resolutions, notice requirements, circulation of draft resolutions, voting procedures, and recording of resolutions.
c. SS-5 aims to ensure that resolutions are properly passed, documented, and implemented in accordance with legal and regulatory requirements.
Compliance with company secretarial standards helps ensure consistency, transparency, and compliance with applicable laws and regulations. Company secretaries are expecte to follow these standards while performing their duties and responsibilities. Adherence to secretarial standards enhances the professionalism of company secretarial work and contributes to effective corporate governance.
For more information visit this site: https://www.mca.gov.in/
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