Do you know SS-1 says that:

Quorum shall be present throughout the Meeting (refer paragraph 3.1 of SS-1)

Quorum shall be present not only at the time of commencement of the Meeting but also while transacting business (refer paragraph 3.1 of SS-1)

Each item of business to be taken up at the Meeting shall be serially numbered (refer paragraph 1.3.9 of SS-1)

Any item not included in the Agenda may be taken up for consideration with the permission of the Chairman and with the consent of a majority of the Directors present in the Meeting (refer paragraph 1.3.10 of SS-1)

The fact that the Meeting is being held at a shorter Notice shall be stated in the Notice (refer paragraph 1.3.11 of SS-1)

Committees shall meet as often as necessary subject to the minimum number and frequency prescribed by any law or any authority or as stipulated by the Board (refer paragraph 2.2 of SS-1)

The Company Secretary, wherever appointed, shall facilitate convening and holding of separate Meeting of Independent Directors, if so desired by them (refer paragraph 2.3 of SS-1)

If an attendance register is maintained in loose-leaf form, it shall be bound periodically, at least once in every three years (refer paragraph 4.1 of SS-1)

The attendance register may be taken to any place where a Meeting of the Board or Committee is held (refer paragraph 4.1.4 of SS-1)

A Member of the company is not entitled to inspect the attendance register of Board/Committee Meetings (refer paragraph 4.1.5 of SS-1)

Leave of absence shall be granted to a Director only when a request for such leave has been communicated to the CS/Chairman or to any other person authorised by the Board to issue Notice of the Meeting (refer paragraph 4.2 of SS-1)

If the Chairman is interested in an item of business, he shall entrust the conduct of the proceedings in respect of such item to any Non-Interested Director with the consent of the majority of Directors present and resume the chair after that item of business has been transacted (refer paragraph 5.1.2 of SS-1)

Adoption of Secretarial Standards have helped in achieving the national agenda of ease of doing business, improved corporate governance norms, confidence building in the minds of investors and improved compliance level.
- Pranab Barua, Managing Director, Aditya Birla Fashion and Retail Ltd.

The increasing complexity of running a business in a volatile environment while adhering to ever increasing standards of regulatory compliance makes it imperative for organisations to create and operate within a strong framework of governance standards and processes. The secretarial standards have provided an excellent framework that organisations can use to drive their governance standards and processes.
- S. Visvanathan, CFO, Aditya Birla Fashion and Retail Ltd.

It is commendable that ICSI issues Secretarial Standards after due deliberations taking into account applicable laws, regulations, stakeholders' and experts' views and incorporating industry best practices. It is the best guide to the members in industry and profession alike, especially to the young and uninitiated. Congrats to the members of the Board for their efforts.
- Venkatesan, Independent Director - India Motor Parts & Accessories Ltd (IMPAL TVS Group) and Former CFO & Secretary Sundaram Finance Ltd.

Secretarial Standards can be treated as governance and compliance standards as they provide principles with clear direction and endorses to adhere to the law both in letter and spirit and it facilitates the Promoters, Directors, KMP's and the Company Secretaries to perform their duties and responsibilities with diligence and also ensures that the stakeholder's interests is protected and helps the statutory authorities by reducing the litigation by encompassing excellent corporate practices.
- CS Ahalada Rao, Vice President, ICSI

Secretarial Standards play a significant role in providing comfort and confidence to stakeholders, including Directors, by harmonising and standardising divergent practices, precedents and points of view.
- N. Hariharan, Company Secretary, Larsen & Toubro Ltd.

By integrating, harmonising, and standardising diverse secretarial practices followed by various corporates, the Secretarial Standards give great comfort, confidence and protection to Directors and Key Managerial Personnel in discharging their functions and duties effectively and efficiently.
- S. Sudhakar, Vice-President (Corporate Secretarial), Reliance Industries Ltd.

Secretarial Standards have been formulated so as to integrate, harmonise and standardise diverse secretarial practices to promote uniformity and consistency. These Standards, if followed, provide a shield to the Board of Directors as well as to the Managerial Personnel from the rigours of law as also enable them to discharge their functions and duties effectively.
- S. C. Vasudeva, S. C. Vasudeva & Co.

The Secretarial Standards on Board and General Meetings issued by the ICSI, with the approval of the Central Government, have standardised the diverse secretarial practices hitherto followed by companies with respect to Board / Board Committees meetings and Shareholders meetings. Further, the Guidance Notes on these Standards facilitate in understanding and addressing the practical aspects to assist professionals in complying with the Standards. Adherence to these Standards, both in letter and spirit, will not only enhance transparency and improve governance practices in corporates but will also go a long way in reducing corporate litigations.
- R. K. Singhi, Company Secretary, ITC Limited

It is heartening to note that acceptability of SS-1 as well as SS-2 is increasing day by day. Although the large companies had their own internal standards for organizing Board/General meetings, SS-1 and SS-2, have provided them a structured platform in organizing the said meetings which is uniform for all companies. This initiative of ICSI will go a long way in further strengthening the Corporate Governance in the country. I am sure, ICSI will keep the flag flying and continue its efforts in this direction.
- P. K. Rustagi, Company Secretary, JK Tyre & Industries Ltd

The Secretarial Standards (SS”) developed and published by the Institute of Company Secretaries of India (ICSI”) act as a strong support system to persons functioning as Company Secretaries in Indian companies and to Practising Company Secretaries in India. The Secretarial Standards give clarity and indicate the correct approach on matters in the Companies Act which are unclear or are capable of alternative interpretation. This is even more so when the Secretarial Standards are read along with the Guidance Notes thereon. By following the direction / process indicated in the Secretarial Standards, one is assured of the support of the ICSI in case of questions or charges from regulatory authorities on any steps taken by a company or by its Company Secretary. SS-1, which deals with Meetings of the Board, and SS-2 which deals with General Meetings, have received statutory recognition and approval of the Central Government and it is obligatory for companies to follow these Secretarial Standards. The other Secretarial Standards are yet voluntary in nature; but these SSs have been prepared in a manner that would considerably raise the level of Corporate Governance at companies that choose to adopt and follow them. Secretarial Standards are an important pillar of Corporate Governance in India and enlightened companies should make all efforts to follow the same and gain greater credibility and acceptance in the commercial world.
- S. H. Rajadhyaksha, Company Secretary, Mumbai

It is not possible for the Statute to cover all the nitty-gritties of the procedural aspects which are pointers of potential disputes. Standards meet this gap effectively. Several such issues have all been addressed in the Standards {like dating of circular resolution, authority to issue notice of meeting, introduction of additional items of business at the meeting where the meeting was convened by giving adequate notice etc to illustrate a few instances covered in SS-1}. The Secretarial Standards afford an assurance on the processes followed by the Company and is the first step towards corporate governance.
- Savithri Parekh, Sr. Vice President - Legal & Secretarial, Pidilite Industries Ltd.

The governance prescriptions specified under the Company law and various Capital Market Regulations lays down huge expectations from the Companies, especially from the Board of Directors including Independent Directors. Secretarial Standard on Board Meetings serves as a guiding light to Board leadership by providing essential guidance to administer the board processes, the board and committee meetings and timely flow of information for informed decision making. SS serves as a progressive mechanism to manage and govern the board practices in finest order to ensure adherence to the expected corporate governance norms. Secretarial Standard on General Meetings facilitates a company and the board to sufficiently meet the expectations of the shareholders by specifying pertinent disclosures, timely dissemination of information to the shareholders. By expressly casting a responsibility on the Chairman to explain the objective and implications of the proposed agenda of the shareholder meetings before they are put to vote, it raises the bar on good governance practices to a higher pedestal.
Thus, compliance of SS in letter and spirit enable the organisation to govern itself efficiently and effectively besides preventing major governance failures. - B. Shanmugsundaram, Company Secretary from Chennai

Secretarial Standards is a set of unifying distinct governance practices and procedures providing transparency uniformity and objectivity in the context of good corporate governance, confidence to stakeholders, assistance and advice to the Board in discharging their functions and duties effectively and efficiently.
- Geetika Anand, Company Secretary, Aditya Birla Fashion and Retail Ltd.

Secretarial Standards have continued to play a pivotal role in unifying distinct governance practices, followed across industries. These standards were crafted to serve as an effective mechanism in the hands of the stakeholders and have proved their efficiency over the course of time.
- Sandeep Poddar, Company Secretary, Dr. Reddys Laboratories Ltd.

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