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Background
No organic law can ever be framed with a provision specifically
applicable to every question which may occur in practical
administration. No foresight can anticipate nor any document
of reasonable length contain express provisions for all possible
questions.
L
1.
2.
3.
4.
Mischief mongers use this flexibility to interpret the laws for their
own benefit and not for common good as is the intention of the
legislature.
*Past President, The Institute of Company Secretaries of India.
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May 2015
Article
Secretarial Standards Vision
Secretarial Standards
introduced for the first time in any
country - unique and pioneering
effort
The above scenario makes it clear that law is subject to wide
and varied interpretations with certain grey areas which need
clarity. There is thus a need to integrate, harmonise and
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May 2015
Article
Secretarial Standards Vision
Advantages of Secretarial
Standards
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May 2015
Article
Secretarial Standards Vision
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May 2015
Article
Secretarial Standards Vision
8. e-initiatives
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May 2015
Article
Secretarial Standards Vision
Way forward
From the provisions of the Companies Act, 2013 as stated above,
the intention of the legislature to insist observance of Secretarial
Standards by the companies thus appears to be clear as it would
require the companies to adopt uniform practices. Keeping this
in view, the SSB of ICSI has commenced the process of reformulating the following existing Secretarial Standards as per
the new law:
1.
2.
3.
4.
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May 2015
Article
Secretarial Standards Vision
Having completed a
decade and a half, the
significant changes in
the company law mark
the time to revisit and
refresh the vision of
the Board and tackle
the complex issues
faced by the corporate
& Professionals in
the face of multiple
regulations.
In this direction, the Institute seeks to bring out common laws for
Board and General Meetings across all countries similar to the
cyber laws, which are common worldwide. This would reduce noncompliance of international laws arising out of lack of knowledge,
impracticability or nano punishment and also suppression of
developing countries by developed countries. For this purpose,
the concerned laws from all countries are being identified, which
would then be consolidated to bring out best practices and common
standards. This is then sought to be made as the base and
countries would be requested to consider the same and amend
their laws accordingly.
With this objective, ICSI has started its move and has submitted a
proposal for issue of International Corporate Secretarial Standards
to the Corporate Secretaries International Association (CSIA).
CSIA Council members at its Meeting held in Sao Paulo, Brazil on
October 10-11, 2014 agreed to the proposal and requested ICSI
to circulate a draft of Best Practices Guide on Board Meetings
for consideration of CSIA members. ICSI is working on the Draft
based on our SS-1.
Over the years, SSB has evolved its own procedure of bringing
out SS. With the recognition granted to Secretarial Standards
under the new Act and the task expected to be undertaken by
SSB, a need is felt to lay down 360 degree robust standardized
procedure for bringing out SS which shall inter-alia include
seeking the comments of the Members/RC/Chapter of ICSI
before it is put for the comments of Regulators & public at
large, under various categories such as
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May 2015
Article
Secretarial Standards Vision
The SSB will, in the light of all above, rededicate itself to play a
strong role in developing company secretaries navigate the journey
to be global corporate professionals.
Conclusion
Secretarial Standards, which are a repository of knowledge, covers
the finer aspects of law and are expected to have a cascading
effect on all.
It is possible that in the beginning, the professionals or corporates
may feel the compliance to these Secretarial Standards to be an
additional responsibility and process but in due course of time when
the significance and advantages of these Secretarial Standards
would be experienced, they would themselves not only come
forward to adopt the existing voluntary set of Secretarial Standards
but also demand from the ICSI and Regulators for Secretarial
Standards on new areas.
In the days to come, Secretarial Standards would definitely be
internationally recognized as indispensable for enhancing the
corporate culture and growth of the global economy.
Together, lets make Secretarial Standard a success mantra for
CS
Corporate India and create Good Governance.
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May 2015