SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF DIRECTORS
The following is the text of the Secretarial Standard-1 (SS-1) on “Meetings of the Board of Directors”, issued by the Council of the Institute of Company Secretaries of India and approved by the Central Government.
Adherence by a company to this Secretarial Standard is mandatory, as per the provisions of the Companies Act, 2013.
(In this Secretarial Standard, the Standard portions have been set in bold type. These shall be read in the context of the background material which has been set in normal. Both the Standard portions and the background material have equal authority).
INTRODUCTION
This Standard prescribes a set of principles for convening and conducting Meetings of the Board of Directors and matters related thereto.
SCOPE
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 this 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.
SS-1 – SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF DIRECTORS 2
This Standard is in conformity with the provisions of the Act. However, if, due to subsequent changes in the Act, a particular Standard or any part thereof becomes inconsistent with the Act, the provisions of the Act shall prevail.
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