SECRETARIAL STANDARD ON BOARD MEETINGS: MEETINGS OF THE BOARD OF DIRECTORS

Institute of Company Secretaries of India (ICSI) has issued the Secretarial Standard-1 (SS-1) on “Meetings of the Board of Directors” same has been approved by the Central Government. Also note that adherence by a company to this Secretarial Standard is mandatory, as per the provisions of the Companies Act, 2013.

SS-1:Meetings of the Board of Directors are set of principles for convening and conducting Meetings of the Board of Directors and matters related thereto. This Standard is not applicable to One Person Company (OPC) in which there is only one Director on its Board.

  • Any Director of a company may, at any time, summon a Meeting of the Board, and the Company Secretary or where there is no Company Secretary,
  • any person authorised by the Board in this behalf, on the requisition of a  Director, shall convene a Meeting of the Board, in consultation with the Chairman or in his absence, the Managing Director or in his absence, the Whole-time Director, where there is any, unless otherwise provided in the Articles.
  • The Chairman may, unless dissented to or objected by the majority of Directors present at a Meeting at which a Quorum is present, adjourn the Meeting for any reason, at any stage of the Meeting.
  • Time, Place, Mode and Serial Number of Meeting
  • Every Meeting shall have a serial number.
  • A Meeting may be convened at any time and place, on any day, excluding a National Holiday.
  • Any Director may participate through Electronic Mode in a Meeting, if the company provides such facility, unless the Act or any other law specifically does not allow such participation through Electronic Mode in respect of any item of business.
  • Notice in writing of every Meeting shall be given to every Director by hand or by speed post or by registered post or by courier or by facsimile or by e-mail or by any other electronic means.
  • Notice shall be issued by the Company Secretary or where there is no Company Secretary, any Director or any other person authorised by the Board for the purpose.
  • The Notice shall specify the serial number, day, date, time and full address of the venue of the Meeting.
  • In case the facility of participation through Electronic Mode is being made available , the Notice shall inform the Directors about the availability of such facility, and provide them necessary information to avail such facility.
  • The Notice of a Meeting shall be given even if Meetings are held on pre-determined dates or at pre-determined intervals.
  • Notice convening a Meeting shall be given at least seven days before the date of the Meeting, unless the Articles prescribe a longer period.
  • The Agenda, setting out the business to be transacted at the Meeting, and Notes on Agenda shall be given to the Directors at least seven days before the date of the Meeting, unless the Articles prescribe a longer period.
  • Each item of business requiring approval at the Meeting shall be supported by a note setting out the details of the proposal, relevant material facts that enable the Directors to understand the meaning, scope and implications of the proposal and the nature of concern or interest, if any,  of any Director in the proposal, which the Director had earlier disclosed.
  • Each item of business to be taken up at the Meeting shall be serially numbered.
  • Any item not included in the Agenda may be taken up for consideration with the permission of the Chairman and with the consent of a majority of the Directors present in the Meeting, which shall include at least one Independent Director, if any.
  • To transact urgent business, the Notice, Agenda and Notes on Agenda may be given at shorter period of time than stated above, if at least one Independent Director, if any, shall be present at such Meeting. If no Independent Director is present, decisions taken at such a Meeting shall be circulated to all the Directors and shall be final only on ratification thereof by at least one Independent Director, if any. In case the company does not have an Independent Director, the decisions shall be final only on ratification thereof by a majority of the Directors of the company, unless such decisions were approved at the Meeting itself by a majority of Directors of the company.
  • The Board shallmeet at least once in every calendar quarter, with a maximum interval of one hundred and twenty days between any two consecutive Meetings of the Board, such that at least four Meetings are held in each Calendar Year.
  • Committees shall meet as often as necessary subject to the minimum number and frequency stipulated by the Board or as prescribed by any law or authority.
  • Where a company is required to appoint Independent Directors under the Act, such Independent Directors shall meet at least once in a Calendar Year.
  • Quorum shall be present not only at the time of commencement of the Meeting but also while transacting business.
  • A Director shall not be reckoned for Quorum in respect of an item in which he is interested and he shall not be present, whether physically or through Electronic Mode, during discussions and voting on such item.
  • Directors participating through Electronic Mode in a Meeting shall be counted for the purpose of Quorum, unless they are to be excluded for any items of business under the provisions of the Act or any other law.
  • The Quorum for a Meeting of the Board shall be one-third of the total strength of the Board, or two Directors, whichever is higher.
  • Where the number of Directors is reduced below the minimum fixed by the Articles, no business shall be transacted unless the number is first made up by the remaining Director(s) or through a general meeting.
  • The presence of all the members of any Committee constituted by the Board is necessary to form the Quorum for Meetings of such Committee unless otherwise stipulated in the Act or any other law or the Articles or by the Board.
  • Every company shall maintain separate attendance registers for the Meetings of the Board and Meetings of the Committee
  • The attendance  register shall contain the following particulars: serial number and date of the Meeting; in case of a Committee Meeting name of the Committee; place of the Meeting; time of the Meeting; names of the Directors and signature of each Director present; name and signature of the Company Secretary who is in attendance and also of persons attending the Meeting by invitation.
  • Every Director, Company Secretary who is in attendance and every Invitee who attends a Meeting of the Board or Committee thereof shall sign the attendance register at that Meeting.
  • The attendance register shall be maintained at the Registered Office of the company or such other place as may be approved by the Board
  • The attendance register is open for inspection by the Directors.
  • Entries in the attendance register shall be authenticated by the Company Secretary or where there is no Company Secretary, by the Chairman by appending his signature to each page.
  • The attendance register shall be preserved for a period of at least eight financial years and may be destroyed thereafter with the approval of the Board.
  • The attendance register shall be kept in the custody of the Company Secretary.
  • Leave of absence shall be granted to a Director only when a request for such leave has been received by the Company Secretary or by the Chairman.
  • The Chairman of the company shall be the Chairman of the Board. If the company does not have a Chairman, the Directors may elect one of themselves to be the Chairman of the Board.
  •  The Chairman of the Board shall conduct the Meetings of the Board. If no Chairman is elected or if the Chairman is unable to attend the Meeting, the Directors present at the Meeting shall elect one of themselves to chair and conduct the Meeting, unless otherwise provided in the Articles.
  • A member of the Committee appointed by the Board or elected by the Committee as Chairman of the Committee, in accordance with the Act or any other law or the Articles, shall conduct the Meetings of the Committee. If no Chairman has been so elected or if the elected Chairman is unable to attend the Meeting, the Committee shall elect one of its members present to chair and conduct the Meeting of the Committee, unless otherwise provided in the Articles
  • The Chairman of the Board or in his absence, the Managing Director or in his absence, the Wholetime Director and where there is none, any Director other than an Interested Director, shall decide, before the draft Resolution is circulated to all the Directors, whether the approval of the Board for a particular business shall be obtained by means of a Resolution by circulation.
  • Where not less than one-third of the total number of Directors for the time being require the Resolution under circulation to be decided at a Meeting, the Chairman shall put the Resolution for consideration at a Meeting of the Board.
  • A Resolution proposed to be passed by circulation shall be sent in draft, together with the necessary papers, individually to all the Directors including Interested Directors on the same day.
  • The draft of the Resolution to be passed and thenecessary papers shall be circulated amongst the Directors by hand, or by speed post or by registered post or by courier, or by e-mail or by any other recognised electronic means.
  • Each business proposed to be passed by way of Resolution by circulation shall be explained by a note setting out the details of the proposal, relevant material facts that enable the Directors to understand the meaning, scope and implications of the proposal,  the nature of concern or interest, if any,  of any Director in the proposal, which the Director had earlier disclosed and the draft of the Resolution proposed. The note shall also indicate how a Director shall signify assent or dissent to the Resolution proposed and the date by which the Director shall respond.
  • The Resolution is passed when it is approved by a majority of the Directors entitled to vote on the Resolution, unless not less than one-third of the total number of Directors for the time being require
  • the Resolution under circulation to be decided at a Meeting.
  • The Resolution, if passed, shall be deemed to have been passed on the last date specified for signifying assent or dissent by the Directors or the date on which assent from more than two-third of the Directors has been received, whichever is earlier, and shall be effective from that date, if no other effective date is specified in such Resolution.
  • Resolutions passed by circulation shall be noted at the next Meeting of the Board and the text thereof with dissent or abstention, if any, shall be recorded in the Minutes of such Meeting.
  • Passing of Resolution by circulation shall be considered valid as if it had been passed at a duly convened Meeting of the Board.
  • Minutes shall be recorded in books maintained for that purpose.
  • A distinct Minutes Book shall be maintained for Meetings of the Board and each of its Committees.
  • Minutes may be maintained in electronic form in such manner as prescribed under the Act and as may be decided by the Board. Minutes in electronic form shall be maintained with Timestamp.
  • The pages of the Minutes Books shall be consecutively numbered.
  • Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner.
  • Minutes of the Board Meetings, if maintained in loose-leaf form, shall be bound periodically depending on the size and volume and coinciding with one or more financial years of the company.
  • Minutes of the Board Meeting shall be kept at the Registered Office of the company or at such other place as may be approved by the Board.
  • Minutes shall state, at the beginning the serial number and type of the Meeting, name of the company, day, date, venue and time of commencement and conclusion of the Meeting.

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