ICSI issues FAQs pertaining to the revised SS-1 (Meetings of the Board of Directors) and SS-2 (General Meetings) effective from 1st October, 2017
The Institute of Company Secretaries of India (“ICSI”) has issued a list of FAQs pertaining to the release of revised Secretarial Standards on Meetings of the Board of Directors (“SS-1”) and General Meetings (“SS-2”), replacing the existing Secretarial Standards from 1st October, 2017.
Please find below the highlights of the FAQs:
Query 1. Is the observance of Secretarial Standards issued by ICSI mandatory?
The ICSI has answered to the affirmative, stating that Section 118(10) of the Companies Act, 2013 mandates the observance of Secretarial Standards. Accordingly, the Secretarial Standards on Meetings of the Board of Directors (“SS-1”) and Secretarial Standards on General Meetings (“SS-2”), as approved by the Central Government, have been issued for observance by all companies (except exempted class of companies).
Query 2. What is the effective date of revised SS-1 and SS-2?
The ICSI has responded that the effective date of revised SS-1 and SS-2 is 1st October, 2017 in respect of Meetings of Board and its Committees. General Meetings for which Notices are issued on or after the said date, will supersede the existing SS-l and SS-2.
Query 3. Will the existing SS-1 and SS-2 be applicable to the Board Meetings and General Meetings held on or before 30th September, 2017?
The ICSI has clarified that ICSI Gazette Notification No. (1) SS of 2015 which had notified the existing SS-1 and SS-2, will be withdrawn w.e.f 30th September 2017. However, this will not affect the enforceability of existing SS-1 and SS-2 to the Board Meetings and General Meetings held on or before 30th September, 2017.
Query 4. Will the revised SS-1 and SS-2 be applicable to the Board/General Meetings convened on 1st October, 2017 or thereafter, even if Notice of the Meeting is issued
before 1st October, 2017 by complying with existing SS?
The ICSI has stated that the Revised Secretarial Standards (SS-1 and SS-2) will apply to Board Meetings and General Meetings, in respect of which Notices are issued on or after 1st October, 2017.
Query 5. Whether the Revised SS-1 and SS-2 be notified in the Gazette of India to ensure its enforceability?
The ICSI has clarified that it has revised the SS-1 and SS-2 and they have been approved by the Ministry of Corporate Affairs. As the existing approval of Central Government under Section 118(10) of the Companies Act, 2013 would suffice for the enforceability of revised SS-1 & SS-2, these are not required to be notified in the Gazette of India.
Query 6. What would be the position if a particular Standard becomes inconsistent due to subsequent changes in the law?
The ICSI has answered that in a situation where a subsequent change in the law causes a particular Standard or its part to be inconsistent with such law, then the provisions of the latter will prevail.