SECRETARIAL STANDARD ON MEETINGS OF
THE BOARD OF DIRECTORS
SS -1
This Standard is applicable to the Meetings of Board of Directors of all companies incorporated under the Act except One Person Company (OPC) in which there is only one Director on its Board and a company licensed under Section 8 of the Companies Act, 2013 or corresponding provisions of any previous enactment thereof.
However, Section 8 companies need to comply with the applicable provisions of the Act relating to Board Meetings.
The principles enunciated in the Standard for Meetings of the Board of Directors are also applicable to Meetings of Committee(s) of the Board, unless otherwise stated herein or stipulated by any other applicable Guidelines, Rules or Regulations.
The standard is as per the existing laws but if there is any subsequent changes and the provisions of the standard become inconsistent, then such changed provisions of the law will prevail.
Meeting includes all committee meeting other then duly convened board meeting.
Secretarial Auditor means Practicing Company Secretary or Firm of Practicing Company Secretaries.
Any Director may call a Board Meeting and the CS or in absence of CS, any other person authorised by the Board shall convene the BM. The decision should be taken in consultation with the Chairman, if no chairman, then Managing Director, and both of them are not available, then any Wholetime director, or as provided in the Articles of Association.
Meeting can be held on any day including National Holiday. Chairman have authority, unless dissented, adjourn the meeting, even if quorum is there.
Meetings shall have a Serial Number.
Electronic mode of attendance is accepted unless specifically prohibited.
Notice, Agenda, Notes on Agenda shall be given by hand, speed post, Registered Post or fax or email or any other electronic mail. Courier is not allowed. The notice should be send to every director.
In case of Speed post or Registered Post 2 days shall be added.
Proof of sending notice, agenda, Notes on Agenda shall be maintained for a minimum of 3 years.
Items not included in Agenda may be taken in the meeting with the permission of Chairman and with the consent of Majority of Directors.
Leave of Absence shall be communicated to CS or any other authorised person.
Notice shall specify the date, day, time, venue address and option to attend the meeting through Video Conferencing apart from other things.
Notice and Agenda shall be given at least 7 days before the date of the meeting.
Meeting can be held on shorter notice only if 1one Independent Director is present at such meeting and if not present then a ratification of the decision by minimum one independent director is a must.
If a Director is interested to participate Board Meetings thorugh electronic mode, he should inform at the beginning of the calendar years and that will be valid for that year.
Following matters can not be dealt through Video conferencing.
· Approval of Financial Statements, Board Report, Prospectus.
· Audit Committee meeting.
· Approval of matters in relation to merger, demerger etc.
Chairman of the Board meeting shall be the Chairman of the company. If there is no Chairman , the directors can elect one among them as Chairman of the meeting.
It shall be the duty of chairman to convene the meeting.
In the case of committee meeting, the chairman of the meeting can be appointed by the Board or members of the committee can elect one of them. If no Chairman is present in the meeting, the committee can elect one of its member as Chairman for the meeting unless otherwise provided in the Article.
In the case of public company, if Chairman is interested in an item he shall entrust the proceeding to any non-interested director with the consent of majority of directors. However, in Private Company he can participate after disclosure of his interest.
In the case of Related Party Transaction, then interested Chairman shall not be present at the meeting.
Chairman will have a casting vote in case of equality of votes, unless otherwise provided in the Articles.
First Board Meeting of the company shall the conducted within 30 days of incorporation and there should be minimum of 4 board meeting in calendar year. The gap between each meeting shall be minimum 120 days.
There should be one meeting of independent director in one calendar year.
Quorum should be present throughout the meeting and they should be disinterested. The Quorum shall be 1/3rd or 2 members whichever is higher. A director participating through electronic mode will be counted for quorum.
If the number of directors falls less than the minimum, no business shall be transacted unless the number is first made up by the remaining directors or through general meeting.
In the case of Public company, a Director who is interested in an item neither count for quorum nor shall participate in the discussion of such item. However, in Private Company he can participate after disclosure of his interest.
If the meeting is adjourned due to quorum, it will be adjourned to next week, same day, same time and place if that day is not national holiday. If that is a national holiday then very next day.
Separate Attendance Registers should be maintained for Board Meetings and Committee Meetings.
Every Register of meeting shall contain, the serial number of the meeting, day, date, time and place, name of directors, secretary and invitees and their signatures and also the name of the committee meeting.
Attendance Registers should be maintained at the Registered office of the company or such other place as may be approved by the board and should be open for inspection even after cessation of Director during the period of his directorship and shall be preserved for 8 Financial year.
The attendance register should be under the custody of Company Secretary.
If Director attending through Video Conference, then mode of attending the meeting shall be recorded & Authenticated by CS or any other authorised person. Leave of absence from meeting shall be granted only on application.
Resolution by Circulation:- The Act requires certain business to be approved by meetings of the board, other items can be passed through resolution by circulation. If one third of the total number of directors require an item to be decided only in a meeting, then it should be decided in a meeting of the board only. While calculating the number of one third directors, interested directors also will be counted.
All resolutions should be supported with detailed and proper notice.
Such resolution passed shall be noted at the next meeting and dissent or abstention should recorded in the minutes of such meeting.
Resoltuion is deemed to have been passed on the last date specified in the notice to signify their assent or dissent or on the date which the resolution in passed.
Minutes should be entered in the minutes book. The minutes book should be
· Kept at Registered Office of the company.
· Pages should be consecutively numbered.
· Details of the type of the meeting, name of the company, day, date, venue and attendance should be recorded.
Minutes book should not be tampered with in any form, bounded properly.
Draft minutes should be circulated among all directors including the directors who were not present in the meeting, within 15 days from the conclusion of the meeting.
The directors should communicate their comments within 7 days from the date of circulation and such comments, if found appropriate, should be entered within 30 days time limit provided in the Act. But if any director communicate his comment after the said period of 7 days, the chairman, if authorised by the board, shall have the discretion to consider such comments.
The minutes can be signed by the chairman of the same meeting or the Chairman of the next meeting.
Within 15 days of signing of minutes by chairman, copy of signed minutes which are certified by Company Secretary, circulated to all directors.
Minutes of board meeting and any committee meeting can be inspected by the directors.
Board Report should include statement of Compliance of Secretarial Standard.