Managing Secretarial Compliance can become a nightmare using traditional desktop tools. The professional body of Company Secretaries of India, The Institute of Company Secretaries of India (ICSI), has come up with revised Secretarial Standards effective from Oct 1, 2017, and many of new Standards will require Company Secretaries of Corporates as well as Company Secretaries in Practice to adopt Secretarial Automation Software to meet requirements. As per para 1.2.2 of the Secretarial Standards, the company secretaries are required to maintain a system to produce confirmation and proof of email sent for meeting notices, agenda etc. All the companies including private and unlisted companies will be required to put up meeting Notice on their website.
ICSI from time to time come up with Secretarial Standards which are required to be compiled by all company secretaries maintaining secretarial records and these Standards are applicable to all companies be it listed, unlisted, small or big.
Secretarial Standards from ICSI and Ministry of Corporate Affairs (governing body for regulating corporates) comes up with various regulations and directives. In recent past, these directives are towards maintaining corporate records in electronic form be it Minutes, Statutory Registers and other corporate records. As the digitization is happening across businesses, sectors, lot of Company Secretaries also adopting Secretarial Software to automate Secretarial function.
The other major changes Secretarial Standards have brought includes:
• Maintaining proof of sending Notices of Meetings for at least 3 years or the period as decided by Board.
• Mode of presence in meetings needs to be updated in Attendance Register
• Preserving attendance register for 8 years
• Maintaining proof of sending and delivery of draft resolutions to Board Members
• Discussing any item not part of Agenda will require approval from majority of Board members
There are few other changes made under revised Secretarial Standards, which are largely customary and procedural in nature. While the companies with high governance standards might be already following all these, but with the stipulation with ICSI coming formally on this, it will require a lot of work and need for automation software to manage secretarial function. Even practicing company secretaries those who are handing secretarial compliances of corporates on outsource base will be required to adopt to secretarial automation software to meet Secretarial Standard Compliance requirements.