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                                        Secretarial Standards under the Companies Act 2013:

Introduction:-

Companies have to follow various legal requirements as applicable to them, including The Companies Act 2013.  THE INSTITUTE OF COMPANY SECRETARIES OF INDIA has constituted the Secretarial Standards Board (S.S.B.) for formulating the Secretarial Standards. Earlier in the companies Act 1956 the Secretarial Standards were “re commendatory” in nature but after  notification of the Companies Act 2013 Secretarial Standards are “mandatory” in nature. The S.S.B. with its council members determine the subject / topics  in which Secretarial Standards are to be developed

Meaning& Definition:-

Secretarial Standards means the “SecretarialStandards” as issued by the Institute of Company Secretaries of Indiaconstituted under section 3 of the Company Secretaries Act, 1980 and approvedby the Central Government. Where Law is not clear or need explicit spirit of the law, Secretarial Standards, provide clarity on them.. Secretarial Standards only provide a clarity on the respective subjects but it doesn’t mean that the Secretarial Standards are alternative to the original Law..

Need:-

As per Sub Section 10 of Section 118 ofCompanies Act 2013 every Company shall comply with the Secretarial Standards inrespect of those matters on which ICSI has issued Secretarial Standards, and hasalso been approved  by the Centralgovernment of India. As Per Sub Section 1 of Section 204 of Companies Act 2013 every listed company and other class of companies as may be prescribed shall “annex the secretarial audit report with its Board reports made in terms of Sub Section 3 of Section 134 of Companies Act 2013”. And such secretarial audit report as to be issued by company secretaries in practice under Section 204 of Companies act 2013 he / she has to ensure that company has complied  with the applicable secretarial standards.

Secretarial Standards are issued by ICSI to facilitate the corporate world and respective professionals, by providing clear interpretation and proper explanation where Law is  ambiguous.

APPLICABILITYCONDITIONS ON COMPANIES:-

As Per Section 204 of companies act 2013 following companies are required to obtain Secretarial Audit Report From a practicing Company Secretary:-

     Every listed company

     Every Public company having paid up share capital of fifty crore rupees or more

     Every Public company having turnover of Two Hundred Fifty crore rupees

*Turnover means the aggregate value of the realization of amount made from the sale, supply or distribution of goods or on account of service rendered or both by the company during financial year.

*Secretarial Audit is also mandatory for the private company who is a subsidiary of a Public company(who fall under any above mentioned conditions).

Listof Secretarial Standards Issued by ICSI:-

 Note: MCA has Notified the Secretarial Standard 1 (Meeting of the Board of Directors) and Secretarial Standard 2 (General Meeting) vide Letter No. 1/3/2014/CL/I dated 10^th Day of April 2015 which will be effective form 1^stday of July 2015. Companies are now required to comply the Secretarial Standard 1 and Secretarial Standard 2 along with the Companies Act 2013 in order to fulfill the legal guidelines. (Sub Section 10 of Section 118 of Companies Act,2013).

For Company Secretaries:-

 The functions of company secretary has been defined first time in the law itself   under section 205 of the Companies Act 2013.Whereby  one of the main function of the company secretary in employment is  to ensure that the company complies with the applicable secretarial standards.

As per Sub Section 2 of Section 204 of the Companies Act 2013 it is the duty of every company to give all the assistance and the facilities to the Company Secretary in practice, for auditing the Secretarial Standards and related records of the company.

Asper Sub Section 3 of Section 204 of the companies act 2013 the board ofdirectors, in their report shall explain in full if any qualification or observation or other remark has been made by the practicing company secretary in his report.

If any company or officer of the company or company secretary in practice contravenes any provision of this section,  such person, who is in default shall be punishable with fine minimum one lakh but not more than five lakh rupees. “(Sub Section 4of Section 204 of C.A.2013)”.

Conclusion:-

 Company Secretary  having specialized knowledge of  Company Law and other applicable Laws, to follow and  practice the companies Act 2013 in such a manner that all applicable Secretarial Standards and  provisions get duly complied  with and by doing so  they can create a good corporate environment.The Secretarial Standards are one the most important legal tools  to measure whether the law has been implemented in letter and spirit.

For any technical support and implementation on the Secretarial Standrads please contact Mr. Hemant Paliwal at: [email protected]   

Rishi Vashisht

HPACS Team