Question 1.
Introduction of Secretarial Standards by the Institute of Company Secretaries of India (ICSI) is a unique and pioneering effort towards attain¬ment of Good Corporate Governance. Do you agree? Explain Briefly. (December 2014) (4 Marks)
Answer:
1. The formulation of Secretarial Standards by the Secretarial Standards Board (SSB) of the ICSI will be unique and pioneering step towards standardization of diverse secretarial practices prevalent in the corporate sector.
2. Companies follow diverse secretarial practices and, therefore, there is a need to integrate, harmonize and standardise such practices so as to promote uniformity and consistency.
3. The SSB formulates Secretarial Standards taking into consideration the applicable laws, business environment and the best secretarial practices prevalent.
4. The Secretarial Standards are developed:
- in a transparent manner;
- after extensive deliberation, analysis, research; and
- after taking views of corporates, regulators and the public at large.
5. The adoption of the Secretarial Standards by the corporate will have a substantial impact on the quality of secretarial practices being followed by companies, making them comparable with the best practices in the world.
Question 2.
Secretarial Standard does not empower Company Secretary of a company to call a meeting of Board of directors on its own. Comment (June 2018) (4 Marks)
Answer:
As per “Secretarial Standard-1: Meetings of the Board of directors” issued by the ICSI, any director of a company may, at any time, summon a meeting of the board and the company secretary or where there is no Company secretary, any person authorised by the board in this behalf, on the requisition of a Director, shall convene a Meeting of the Board, in consultation with the Chairman or in his absence, the Managing Director or in his absence, the Whole-time Director, where there is any, unless otherwise provided in the articles.
Thus, Secretarial Standard-1 does not authorize Company Secretary to call meeting of Board of directors on its own. He can send the notice of board meeting if authorized the Board of directors of the Company.
Question 3.
Write a Short Note on: Functions of the Secretarial Standards Board.
Answer:
The main functions of Secretarial Standard Board are as follows:
- Formulating Secretarial Standards.
- Clarifying issues arising out of the Secretarial Standards.
- Issuing Guidance notes
- Reviewing and updating the Secretarial Standards/Guidance Notes at periodic intervals.
Question 4.
Write a Short Note on: Secretarial Standards.
Answer:
1. The Institute of Company Secretaries of India (ICSI), recognising the need for integration, harmonisation and standardisation of diverse sec-retarial practices prevalent in the corporate sector, has constituted the Secretarial Standards Board (SSB) with the objective of formulating Secretarial Standards.
2. SSB formulates Secretarial Standards taking into consideration the applicable laws, business environment, practical applicability and the best secretarial practices prevalent.
3. Secretarial Standards are developed in a transparent manner after ex-tensive deliberations, analysis, research and after considering the views of corporate, regulators and the public at large.
4. Secretarial Standards do not seek to substitute or supplant any existing laws or rules and regulations framed there under but, in fact, seek to supplement such laws, rules and regulations.
5. Secretarial Standards are issued in conformity with the provisions of the applicable laws. However, if, due to subsequent changes in the law, a particular Standard or any part thereof becomes inconsistent with such law, the provisions of the said law shall prevail.
Question 5.
Whether Secretarial Standard relating to general and board meeting is required to be complied by the companies under the Companies Act, 2013?
As per section 118 (10) of Companies Act, 2013 provide that the every company shall observe secretarial standards with respect to general and board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 and approved as such by the Central Government.
In the context of this provision, observance of Secretarial Standard issued by the ICSI assumes special relevance and companies will have to ensure that there is compliance with these standards on their part. ICSI has issued the following Standards relating to general and board meeting:
- Secretarial Standards on Meetings of Board of directors (SS-1).
- Secretarial Standards on General Meetings (SS-2).