Introduction
Corporate governance in India operates through a layered framework of rules, regulations, and standards that collectively ensure transparency, accountability, and procedural discipline in company management. Among these, two frameworks stand out for their relevance to listed companies: the Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (ICSI) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, popularly known as SEBI (LODR). While each framework has its own origin, purpose, and scope, they are deeply intertwined in practice. Understanding how they interact — their interface — is essential for Company Secretaries, compliance officers, and corporate legal professionals.
Understanding Secretarial Standards
Secretarial Standards are normative guidelines issued by the ICSI with the objective of promoting uniformity and best practices in corporate procedural conduct. Their authority stems from Section 118(10) of the Companies Act, 2013, which provides that all companies shall observe the Secretarial Standards specified by the ICSI in respect of general meetings and board meetings.
The present Secretarial Standards are two in number:
SS-1 (Secretarial Standard on Board Meetings) prescribes the procedure for conducting Board Meetings. It covers aspects such as the giving of notice, preparation of agenda, quorum, voting, participation through video conferencing, passing of resolutions by circulation of notices, and maintenance of minutes.
SS-2 (Secretarial Standard on General Meetings) prescribes the procedure for conducting Annual General Meetings (AGMs), Extraordinary General Meetings (EGMs), and other general meetings. It covers aspects such as giving of notice, quorum, proxies, voting procedures, role of the chairman, adjournment of meetings, and maintenance of minutes.
The philosophy behind the formulation of the Secretarial Standards is the integrity of procedure. Every meeting shall be conducted in a manner that is valid from a legal perspective and fair to all stakeholders.