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Clarification/ Guidance on applicability of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2)

Subject: Clarification/ Guidance on applicability of Secretarial Standards on Meetings of the
Board of Directors (SS-1) and General Meetings (SS-2)
As you are aware, Section 118(10) of the Companies Act, 2013 provides for mandatory observance of SS-
1 and SS-2 by all companies.
Due to the COVID-19 outbreak and lockdown situation prevailing in the Country, various provisions of
the Companies Act, 2013 and rules made thereunder have already been relaxed by the Ministry of
Corporate Affairs (MCA) for ease of compliance by the stakeholders.
Few queries have also been received from members on the compliance of SS-1 and SS-2 in the current
situation and clarifications sought on various issues.
In this context, we would like you to appreciate the “SCOPE” of SS-1 and SS-2 which reads as under:
“This Standard is in conformity with the provisions of the Act. However, if, due to subsequent changes
in the Act, a particular Standard or any part thereof becomes inconsistent with the Act, the provisions
of the Act shall prevail.”
The term “Act” as defined under the SS-1 and SS-2, means the Companies Act, 2013 or any previous
enactment thereof, or any statutory modification thereto or re-enactment thereof and includes any Rules
and Regulations framed thereunder.
Hence, any relaxation granted by the Central Government from the compliance of provisions of Board and
General Meetings under the Act will automatically and consequentially apply to Secretarial Standards as
the case may be and the relaxed provisions of the Act will prevail to the extent applicable in terms of
enforceability.
Pursuant to the recent relaxations granted by the MCA, few provisions of the SS-1 also stand relaxed as
specified in the Annexure. Accordingly, the provisions of SS-1 should be construed in the light of the
relaxations already granted by the MCA. Further, guidance on certain provisions of SS-1 have also been
provided in the context of COVID 19 situation and placed at the Annexure. The guidance provided is
voluntary in nature and is in line with the relaxations given by the MCA and will be applicable only for
the period of relaxation so extended by the MCA.
All are requested to take note of the above to facilitate compliance and continue to promote good
corporate governance.
Regards,
(CS Ashish Garg)
President

https://www.icsi.edu/whats_new_icsi/

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