Secretarial Standard-1 – Board Meeting (In Brief)

SR. NO.

I. Any Director and the CS or any person authorized by BOD in consultation with the Chairman or MD or WTD unless otherwise provided in AOA.

II. The Chairman may adjourn the meeting for any reason, at any stage of the meeting.

2. Day, Time, Place, Mode and Serial Number of Meeting

I. Every meeting shall have a serial number.

II. A Meeting may be convened at any time and place, on any day.

III. Any Director may participate through Electronic Mode in a Meeting

3. Notice

I. Notice in writing shall be given to every Director by hand or by speed post or by registered post or by facsimile or by e-mail or by any other electronic means.

Proof of sending Notice and its delivery shall be maintained by the company for not less than 3 years.

II. Notice shall be issued by CS or any Director or any other person authorized by BOD.

III. The Notice shall specify the serial number, day, date, time and full address of the venue of the Meeting.

IV. The Notice shall inform the Directors about the option available to them to participate through Electronic Mode.

V. The Notice of a Meeting shall be given even if Meetings are held on pre-determined dates or at pre-determined intervals.

VI. Notice convening a Meeting shall be given at least seven days before the date of the Meeting, unless the Articles prescribe a longer period.

In case the company sends the Notice by speed post or by registered post, an additional 2 days shall be added for the service of Notice.

Notice of adjourned meeting shall also be given in seven days in advance.

VII. The Agenda 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.

In case the Agenda and Notes on Agenda have been sent by speed post or by registered post, an additional 2 days shall be added for the service of notice.

Proof of sending Agenda and notes on Agenda and their delivery shall be maintained by the company for not less than 3 years.

VIII. Each item of business to be taken up at the Meeting shall be serially numbered.

IX. 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.

The decision taken in respect of any other item shall be final only on its ratification by a majority of the Directors of the company

X. To transact urgent business – The Notice, Agenda and Notes on Agenda may be given at shorter period of time, 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.

The fact that the Meeting is being held at a shorter Notice shall be stated in the Notice.

I. The company shall hold at least four Meetings of its Board in each Calendar Year with a maximum interval of one hundred and twenty days between any two consecutive Meetings.

II. An adjourned Meeting being a continuation of the original Meeting, the interval period in such a case, shall be counted from the date of the original Meeting.

2. Meetings of Committees

Committees shall meet as often as necessary subject to the minimum number and frequency prescribed by any law or any authority or as stipulated by the Board.

3. Meeting of Independent Directors

Where a company is required to appoint Independent Directors under the Act, such Independent Directors shall meet at least once in a Calendar Year.

2. Director shall neither be reckoned for Quorum nor shall be entitled to participate in respect of an item of business in which he is interested. However, in case of a private company, a Director shall be entitled to participate in respect of such item after disclosure of his interest.

If the item of business is a related party transaction, then he shall not be present at the Meeting, whether physically or through Electronic Mode, during discussions and voting on such item.

3. 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.

4. Meetings of the Board – 1/3 of total strength or 2 Directors whichever is higher.

I. Any fraction shall be rounded off to the next one.

II. If the number of Interested Directors exceeds or is equal to two-thirds of the total strength, the remaining Directors present at the Meeting, being not less than two, shall be the Quorum during such item.

III. If the Meeting could not be held for want of quorum – the Meeting shall automatically stand adjourned to the same day in the next week, at the same time and place or, if that day is a National Holiday, to the next succeeding day which is not a National Holiday.

IV. If there is no Quorum at the adjourned Meeting also, the Meeting shall stand cancelled.

V. If the number of Directors is reduced below the Quorum fixed by the Act for a Meeting of the Board, the continuing Directors may act for the purpose of increasing the number of Directors to that fixed for the Quorum or of summoning a general meeting of the company, and for no other purpose.

5. Meetings of Committees

Unless otherwise stipulated in the Act or the Articles or under any other law, the Quorum for Meetings of any Committee constituted by the Board shall be as specified by the Board. If no such Quorum is specified, the presence of all the members of any such Committee is necessary to form the Quorum.

I. The pages of the attendance register shall be serially numbered.

II. If an attendance register is maintained in loose-leaf form, it shall be bound periodically, at least once in every three years

III. The attendance register shall contain the following particulars:

• Serial number and date of the Meeting;
• Committee Meeting – name of the Committee;
• Place;
• Time;
• Names and signatures of the Directors, the Company Secretary and also of persons attending the Meeting by invitation and their mode of presence, if participating through Electronic Mode.

IV. The attendance register shall be deemed to have been signed by the Directors participating through Electronic Mode, if their attendance is recorded in the attendance register and authenticated by the Company Secretary, by chairman if there is no CS or any other Director authorised by the Chairman and the fact of such participation is also recorded in the Minutes.

V. The attendance register shall be maintained at the Registered Office of the company or such other place as may be approved by the Board.

VI. The attendance register is open for inspection by the Directors. Even after a person ceases to be a Director, he shall be entitled to inspect the attendance register of the Meetings held during the period of his Directorship.

VII. The attendance register shall be preserved for a period of at least eight financial years from the date of last entry made therein and may be destroyed thereafter with the approval of the Board.

VIII. The attendance register shall be in the custody of the Company Secretary.

2. Leave of absence

The office of a Director shall become vacant in case the Director absents himself from all the Meetings of the Board held during a period of twelve months with or without seeking leave of absence of the Board.

I. 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.

II. If the Chairman is interested in an item of business, he shall entrust the conduct of the proceedings in respect of such item to any Non-Interested Director with the consent of the majority of Directors present and resume the chair after that item of business has been transacted. However, in case of a private company, the Chairman may continue to chair and participate in the Meeting after disclosure of his interest.

III. If the item of business is a related party transaction, the Chairman shall not be present at the Meeting, whether physically or through Electronic Mode, during discussions and voting on such item.

IV. The Chairman shall ensure that the required Quorum is present throughout the Meeting.

V. Unless otherwise provided in the Articles, in case of an equality of votes, the Chairman shall have a second or casting vote.

2. Meetings of Committees

A member of the Committee appointed by the Board or elected by the Committee as Chairman of the Committee 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.

I. Chairman, MD any non-interested Director

II. Chairman shall put the Resolution for consideration at a Meeting of the Board – if requested by not less than 1/3 of the total number of Directors (Interested Directors shall not be excluded for the purpose of determining the above one-third of the total number of Directors.)

2. Procedure

I. A Resolution proposed to be passed by circulation shall be sent in draft, together with the necessary papers, to all the Directors including Interested Directors on the same day.

II. The draft of the Resolution to be passed and the necessary 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 recognized electronic means.

III. Proof of sending and delivery of the draft of the Resolution and the necessary papers shall be maintained by the company for not be less than 3 years.

IV. Each Resolution shall be separately explained.

Not more than seven days from the date of circulation of the draft of the Resolution shall be given to the Directors to respond and the last date shall be computed accordingly.

If draft resolution is sent through speed post or registered post additional 2 days shall be added for the service of draft resolution.

3. Approval

Resolution is passed when approved by majority of the Directors unless not less than 1/3 of the Directors require resolution to be decided at the meeting.

4. Recording

Resolution shall be noted at a subsequent Board Meeting

I. A Minute book shall be maintained.

II. Distinct Book shall be maintained for Board Meeting and Committee Meetings.

III. A Company may maintain Minutes in physical or in electronic form.

IV. Minutes page shall be consecutively numbered.

V. Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner.

VI. Minutes shall be kept at the registered office of the company or at such other place as may be approved by the Board

2. Content of the Minutes

 I. It shall contain

• Directors present and their mode of attendance
• If Director is participating through Electronic mode – the location of the Director
• The name of CS present and invitee, mode of their attendance
• Record of election, if any of the Chairman
• Record of presence of Quorum
• The names of Directors who sought and granted leaves
• Noting of the Minutes of the preceding Meeting
• Noting of the Minutes of the Committees Meetings
• The text of the Resolution passed by circulation since the last meeting, including dissent and abstention, if any
• The fact that – interested director did not participate and vote in the meeting and in case of RPT, such director was not present in the meeting and did not vote.
• The views of the independent Director if specifically insisted by such director
• If any director has participated only for a part of the meeting, the agenda item for which he was present.
• The name of dissenting director
• Ratification by Independent Director or majority of the Directors, in case of shorter notice.
• Consideration of the item other than the items stated in the agenda with the consent of the Majority of the Directors and ratification of the decision by the majority of Directors.
• The time of commencement and conclusion of the Meeting.

II. Minutes shall mention the brief background of all proposals and summarize the deliberations thereof. In case of major decision – rationale thereof.

3. Recording of Minutes

I. The CS shall record the proceedings of the Meetings. If NO CS – any other person authorized by the Board or the Chairman.

II. The Chairman has absolute discretion to exclude certain matters from the Minutes.

III. Minutes shall be clear, concise and plain language. It shall be written in third person and past tense. Resolutions shall be written in present tense.

IV. Minutes of the preceding Meeting shall be noted at the next Board Meeting

4. Finalization of Minutes

I. Draft resolution shall be circulated within 15 days of the meeting.

II. Proof of sending draft minutes and delivery shall be maintained for not less than 3 years.

III. The Directors shall communicate their comments within 7 days from the date of circulation of the draft minutes.

IV. The Director who ceases to be a Director after the Board Meeting is entitled to receive the draft Minutes.

5. Entry in the Minutes Book

I. Minutes shall be entered within 30 days from the date of the conclusion of the Meeting.

II. The date of entry in the Minutes Book shall be recorded by the CS.

III. Minutes once entered in the Minutes Book, shall not be altered except with the approval of the Board.

6. Signing and Dating of the Minutes

I. Minutes shall be signed and dated by the Chairman of the Meeting.

II. The Chairman shall initial each page of the Minutes and sign last page with the date and the place.

III. Minutes once signed shall not be altered.

IV. Within 15 days of signing of the Minutes, a copy of the signed Minutes, certified by the CS or any authorized Director shall be circulated to all the directors. Proof of sending Minutes and its delivery shall be maintained for not less than 3 years from the date of meeting.

7. Inspection and Extracts of Minutes

I. The Minutes of the Meetings of the Board and any committee can be inspected by the Directors.

II. The PCS, Secretarial Auditor, Statutory Auditor, Cost Auditor or the Internal Auditor can inspect the Minutes.

III. A Member of the Company is not entitled to inspect the Minutes of the Board.

IV. Extracts of the Minutes shall be given only after the Minutes have been duly entered in the Minutes Book.

2. Office copies of Notice, Agenda, Notes on Agenda and other related papers shall be preserved as long as they remain current or for 8 FYs, whichever is later and may be destroyed thereafter with the approval of the Board.