PRESENTATION ON SECRETARIAL STANDARDS - PPT.ppt
- 2. 1. INTRODUCTION 2. LEGAL PROVISIONS UNDER COMPANIES ACT, 2013 3. SYNOPSIS FOR SECRETARIAL STANDARDS 4. SECRETARIAL STANDARDS - 1 5. SECRETARIAL STANDARDS - 2 6. LEGAL PROVISIONS UNDER COMPANIES ACT, 2013 7. SECRETARIAL STANDARDS FOR COMPANY SECRETARIES 8. SECRETARIAL STANDARDS FOR COMPANY SECRETARY IN PRACTICE 9. SECRETARIAL STANDARDS FOR COPROFESSIONALS 10. SECRETARIAL STANDARDS FOR MANAGEMENT 11. SECRETARIAL STANDARDS FOR INVESTORS 12. SECRETARIAL STANDARDS FOR BANKS AND FINANCIAL INSTITUITIONS 13. SECRETARIAL STANDARDS FOR REGULATORS CONTENTS 2
- 3. ICSI took this initiative keeping view the growth and enhanced visibility of the profession and its members. ICSI constituted Secretarial Standards Board (SSB). SSB in consultation with the Council is to determine the areas in which Secretarial Standards are to be developed. The ultimate goal is to promote good corporate practices leading to better corporate governance. INTRODUCTION 3
- 4. 4 LEGAL PROVISIONS UNDER COMPANIES ACT, 2013 118(10) 204 205 Rule 31 of Companies (Management and administration), 2014
- 6. ahaladarao.associates@gmail.com 6 SCOPE OF THE STANDARD: • Applicable to all Meetings of Board of Directors of all Companies including Private Companies • Applicable to meetings of Committee(s) • Not applicable to One person companies
- 7. secretarial standards-1 Ef f ect iv e Da t e •1st July, 2015 Appl ica bil it y • Applies to various Committee(s) of the Board. The provision of the Act prevails over Secretarial Standard. Na t iona l Hol ida y • 26th January, 15th August, 2nd October and such other day as may be declared as National Holiday by the Central Government.
- 8. secretarial standards-2 Ef f ect ive Da t e • 1st July, 2015 Appl ica bil it y • All types of General Meetings (Members or Debenture-Holders or Creditors or Meetings called by CLB, NCLT or prescribed authority) of all Companies.
- 9. 9 FRAME WORK Act Rules Table F (Articles of Association) Secretarial standards
- 11. NAVRATAN’s ??
- 13. secretarial standards-1 Authorityto Convenea Meeting: Any Director or Company Secretary or any person authorized by the Board, in consultation with Chairman then Managing Director and then Wholetime Director. Notice: •A meeting of the Board shall be called by giving not less than seven days notice in writing. •In case of physical mode, 2 more days needs to be added for service of document. •Articles may prescribe such longer period for service of Notice.
- 14. secretarial standards-1 Boa r d Meet ing Pr ocess Cha nges Quor um Pa r t icipa t ion t hr ough el ect r onic mode
- 15. secretarial standards-1 ShorterNotice Consent: General Consent for issuing notice on Shorter period should be taken either in first Board Meeting in each financial year or consent should be taken before meeting and recorded in the Minutes. ItemotherthanAgenda Item: Other than Agenda Item should be considered with the permission of the Chairman AND with the consent of majority of Directors present at the meeting which should include atleast one Independent Director, if any.
- 16. secretarial standards-1 Cha ir ma n Resol ut ion by cir cul a t ion Minut es
- 19. 19 Convening a meeting Frequency of meetingf meeting Quorumrum Votingg Conduct of Poll Notice Director’s and Auditor’s presence Chairman Minutes Proxy Annual General meeting report SECRETARIAL STANDARDS -2 Covers
- 20. secretarial standards-2 New Insertions/Critical Points to Be Noted: Secretarial Standard provides the facility of sending the notice of general meeting through hand delivery or ordinary post for the companies. Mandatory hosting of notice in the Website of the Company, if any available. The Chairman vacates the Chair in respect of any specific item, the fact that he did so and in his place some other Director or Member took the Chair. Notice shall contain complete particulars of the venue of the Meeting including route map and prominent land mark for easy location.
- 21. secretarial standards-2 Pr ox ies Not ice Quor um Minut es VO TING
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- 25. 5/10/2024 25 secretarial standards for management
- 26. 5/10/2024 26 secretarial standards for management
- 27. 5/10/2024 27 secretarial standards for management
- 28. 5/10/2024 28 secretarial standards for management
- 29. 5/10/2024 29 secretarial standards for management The scrutinizer's register, report and other related papers received from the scrutinizer(s) shall be kept in the custody of the Company Secretary or any other person authorized by the Board for this purpose. The Company Secretary shall record the proceedings of the Meetings. Where there is no Company Secretary, any other person authorized by the Board or by the Chairman in this behalf shall record the proceedings. Notice shall be issued by the Company Secretary or where there is no Company Secretary, any Director or any other person authorized by the Board for the purpose. The Notice shall also contain the contact number or e- mail address (es) of the Chairman or the Company Secretary or any other person authorized by the Board, to whom the Director shall confirm in this regard.
- 30. 5/10/2024 30 secretarial standards for management
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- 33. 33 secretarial standards for investors
- 34. 34 secretarial standards for investors Where securities are held by more than one person jointly and any joint holder dies, to the surviving first joint holder. where securities are held by more than one person jointly and all the joint holders die, to the Nominee appointed by all the joint holders;
- 35. 35 secretarial standards for investors “Proxy” means an instrument in writing signed by a Member, authorizing another person, whether a Member or not, to attend and vote on his behalf at a Meeting and also where the context so requires, the person so appointed by a Member. When a Member appoints a Proxy and both the Member and Proxy attend the Meeting, the Proxy stands automatically revoked. A Proxy form which does not state the name of the Proxy shall not be considered valid.
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- 37. 37 SECRETARIAL STANDARDS FOR BANKS AND FINANCIAL INSTiTUTIONS
- 38. 38 secretarial standards for banks and financial institutions
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- 41. 41 secretarial standards for regulators
- 42. 42 secretarial standards for regulators
- 43. 43 secretarial standards for regulators Minutes of all Meetings shall be preserved permanently in physical or in electronic form with Timestamp. Office copies of Notices, scrutinizer's report, and related papers shall be preserved in good order in physical or in electronic form for as long as they remain current or for eight financial years, whichever is later and may be destroyed thereafter with the approval of the Board. Minutes Books shall be kept in the custody of the Company Secretary.
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- 49. 49 secretarials standards for company secretaries
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- 52. SECRETARIAL STANDARDS FOR PRACTISINGCOMPANYSECRETARIES 52
- 53. 53 how to maintain standards in choosing heads?
- 54. 54 So maintain a Standard while accepting the heads………