To advocate the need, concept, scope of Secretarial Standards amongst corporates, National Seminar on Secretarial Standards was conducted here at Chennai by TheInstitute of Company Secretaries of India (ICSI), the pioneer and the only institution in the world so far to have issued secretarial standards.
Section 118(10) of the Companies Act, 2013 mandates every company to observe Secretarial Standards with respect to General and Board Meetings specified by the Institute of Company Secretaries of India and approved as such by the Central Government. The Ministry of Corporate Affairs has accorded its approval to the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India (ICSI).
The Secretarial Standards have been notified vide Notification No. ICSI NO.1(SS) of 2015 dated April 23, 2015 and published in the Gazette of India Extraordinary Part III Section 4 effective from July 1, 2015.
CS Mamta Binani, Vice - President, ICSI while delivering the inaugural address said that around 9 lakh active companies in India will have to comply with these Secretarial Standards to be fully compliant under The Companies Act 2013. The Secretarial Standards would help in ease of doing business, improved governance, confidence building in minds of investors, improved compliance level, ultimately leading to flow of capital in India, new projects, more modernization and expansion.
The Companies Act, 2013 casts duty on the Company Secretary to ensure that the company complies with the applicable Secretarial Standards. Further the Companies (Management and Administration) Rules, 2014 provide that Report on Annual General Meeting shall contain the details in respect to confirmation with respect to compliance of the Act and the Rules, secretarial standards made there under with respect to calling, convening and conducting the meeting, she added.
Even the Secretarial Audit Report has to mention about compliance or non-compliance of Secretarial Standards.
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CS Nagendra D Rao, Chairman, CS Ahalada Rao V, Council Member, CS Mamta Binani, Vice President, CS Pavan K Vijay, Chairman, Secretarial Standards Board and CS Ramasubramaniam C, Council Member, ICSI. |
She also informed that with sound and reliable corporate procedures in the area of decision making, these Standards will boost the confidence of Investors and will help the corporate world in achieving the Prime Minister’s initiative – “Make in India” and “Ease of doing business” in India by providing a benchmark on good governance.
The Company secretaries play a vital role in implementing various provisions of the new Act, which has dilated the opportunities of profession of Company Secretary. Company Secretaries in practice have to ensure compliance of the secretarial standards for its clients. In an age of ever increasing regulation and demands on Boards, the importance of the governance role to be played by the company secretary is apparent.
It is critical that there be a skilled governance professional in place who can help the directors navigate fiduciary duties and facilitate Board effectiveness by allowing the board to focus on decision making and strategy, knowing that there is someone who is taking care of the day to day governance arrangements, she added.
CS Pavan K Vijay Past president ICSI and Chairman Secretarial Standards Board, ICSI briefed the gathering on formulating of Secretarial Standards and informed that the Secretarial Standards have been formulated after wide consultation and there are representatives of RBI, SEBI, MCA, CII, FICCI, ASSOCHAM, BSE, NSE, ICAI and ICWAI on the Secretarial Standards Board.
He said that Secretarial Standards issued by ICSI an area in furtherance of good governance and would benefit the industry and the regulators and would help repose more confidence in the institutional investors about the adoption of robust board processes and systems in companies. All the active Companies (except One Person Company) in India will have to follow these standards, he informed.
CS Ahalada Rao V, Council Member, The ICSI addressed the Audience on value creation by Secretarial Standard and CS Nagendra D Rao, Chairman, ICSI-SIRC delivered Vote of Thanks.
Earlier, CS Ramasubramaniam C, Council Member, The ICSI delivered welcome address and introduced the dignitaries.
The National Seminar on Secretarial Standards was addressed by experts of eminence including CS Mamta Binani, Vice President, ICSI; CS Pavan Kumar Vijay, Past President ICSI and Chairman, Secretarial Standards Board; CS G P Madaan, Member, SSB and Founder & CEO, Corporate Knowledge Foundation; CS Ahalada Rao V., Council Member, ICSI and Member, SSB and CS Alka Kapoor, Joint Secretary, ICSI and was attended by large number of members both in employment and practice, corporate executives, company directors, and other professionals.
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