Comments solicited on Revised Exposure Drafts of Secretarial Standards w.r.t. General and Board meetings (Last date: June 30, 2014)

Dear Members,

The Secretarial Standards Board (SSB) of the Institute of Company Secretaries of India (ICSI) had revised its Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) as per the new Act and Rules thereunder and hosted the Exposure Drafts thereon for public comments on its website.

Many stakeholders expressed their inability to comment on the Standards owing to the busy season in the financial year & implementation of new law and requested SSB / ICSI to extend the time-frame for comments.

In the light of this, based on the public comments and suggestions already received from various quarters on the earlier Exposure Drafts, SSB has now once again brought out Revised Exposure Drafts of the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2).

Based on further public comments received, these two Standards would be finalised and sent to the Central Government for their consideration and subsequent notification u/s 118(10) of the Companies Act, 2013.

Once it is approved by the Central Government, these Standards would become the law of the country and corporates & professionals would be responsible for compliance and implementation of these Standards.

While every effort has been made by SSB to address multiple grey areas in the law and incorporate best practices being followed by the corporates in the country; simultaneously facilitating the professionals and benefitting the industry, your comments, views and suggestions on the same is vital in order to bring out effective and acceptable Standards.

In the light of the above, your specific comments or suggestions are solicited on the Revised Exposure Drafts on:

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

¢ Secretarial Standard on General Meetings (SS-2)

Comments should be sent electronically (Instructions for giving comments electronically are placed below by way of a Note) under the following heads:

1. Drafting Errors or Improvements

Under this, we are concerned with deviations from the standard use of English as understood by a company. If you feel that the communication at any place is not effective or the standard is not clear and concise and can be improved kindly suggest the manner in which it should be expressed.

2. Areas not covered in law suggested to be covered in the Standard

Under this, we are concerned with situations where neither the Act nor the rules make provision to cover a given situation or the rules have not provided to make an exception where it is otherwise warranted.

3. Contradictions with the Act or Rules

Under this, you may point out any aspect of the standard which is not consistent with or contradicts any of the provisions of the Companies Act or Rules or Forms thereunder.

4. Contradictions with any other law

Under this, you may point out any aspect of the standard which is not consistent with or contradicts any of the provisions of any other Act or Regulations or Rules.

5. Multiple or diverse Interpretations of any part of the standard

The attempt of the standard is to have only one interpretation i.e. the endeavour is to make the standard unambiguous. Kindly point out in this section, if you find any part of the standard which is capable of multiple or diverse interpretations or ambiguity.

6. Conflict with Judicial Pronouncements

Under this, you may point out if any part of the standard differs from or contradicts or is conflicting with any judgement of either the Supreme Court or High Court or any clarification by a regulatory authority like MCA, SEBI, stock exchange, etc.

7. Best Secretarial/ Industry Practices

Under this, you can share any good practices being followed by your organisation or industry, in respect of any of the areas which the standard seeks to cover, which removes the barriers that might have been hindering industry from complying with any of the provisions of the Act or Rules and/or facilitates better corporate governance.

8. Typical Situations/Scenarios not addressed in the Standard

Under this, you can list any critical issues or special circumstances encountered by you, which you consider are not addressed in the standard and which could be added.

9. Any other Suggestions not covered above

If you have any other suggestions or if you feel that the standard is not accurate or complete, you may respond under this. Otherwise, please confine your suggestions under the points enumerated above.

For texts of the Exposure Drafts, please visit the Home Page of ICSI or www.icsi.edu/ssb.

The last date for giving comments is Monday, June 30, 2014.

Yours sincerely,

Chairman

Secretarial Standards Board