The Company Secretary in employment as well as in practice is entrusted to ensure the compliance of applicable Secretarial Standards and report on compliances. Elucidate.
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2023
The Company Secretary in employment as well as in practice is entrusted to ensure the compliance of applicable Secretarial Standards and report on compliances. Elucidate.
Answer & Explanation:
Reporting on Compliance with the applicable clause of Secretarial Standards by the Company Secretary: Section 118 (10) of the Companies Act, 2013 provides that every company shall observe Secretarial Standards with respect to General and Board meetings as specified by the Institute of Company Secretaries of India (ICSI). The Secretarial Auditor shall verify that the company has followed the applicable clauses of the Secretarial Standards. Secretarial Standards are 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 such law shall prevail. Secretarial Standard-1 (SS-1) - Meetings of the Board of Directors: SS-1 is applicable to the Meetings of Board of Directors of all companies incorporated under the Act except One Person Company (OPC) in which there is only one Director on its Board and a company licensed under Section 8 of the Companies Act, 2013 or corresponding provisions of any previous enactment thereof. However, Section 8 companies need to comply with the applicable provisions of the Act relating to Board Meetings. The principles enunciated in SS-1 for Meetings of the Board of Directors are also applicable to Meetings of Committee(s) of the Board, unless otherwise stated therein or stipulated by another applicable Guidelines, Rules or Regulations. Secretarial Standard-2 (SS-2) - General Meetings: SS-2 is applicable to all types of General Meetings of all companies incorporated under the Act except One Person Company (OPC) and a company licensed under Section 8 of the Companies Act, 2013 or corresponding provisions of and previous enactment thereof. However, Section 8 companies need to comply with the applicable provisions of the Act relating to General Meetings. The principles enunciated in this Standard for General Meetings of Members are applicable mutatis-mutandis to meetings of debenture-holders and creditors. A meeting of the Members or class of Members or debenture-holders or creditors of a company under the directions of the Court or the Company Law Board (CLB) or the National Company Law Tribunal (NCLT) or any other prescribed authority shall be governed by this Standard without prejudice to any rules, regulations and directions prescribed for and orders of such courts, judicial forums and other authorities with respect to the conduct of such Meetings. The Company Secretary in employment as well as in practice is entrusted to ensure the compliance of applicable Secretarial Standards.
Topics: Secretarial Standards
Related Questions in this Topic
- Sudhir Mukherjee is a Company Secretary in Practice and he certifies the Annual Return of the XYZ Ltd. otherwise than in...
- Explain the procession of compounding application under FEMA, 1999 and the relevance of Personal Hearing.
- Explain the different theories and practices of Ethical Practices under the concept of Value, Ethics and Professional Co...
- The management of KDBC Ltd. appointed Girish as their Secretarial Auditor. What should an auditor keep in mind for the p...
- Explain the Final Report of Reviewer under the reporting stage of the methodological approach involved in Peer Review.