Conducting effective and well-structured board meetings is a cornerstone of transparent and accountable corporate governance. The process ensures that decisions are made collectively, in line with legal regulations and the best interests of the company and its stakeholders. To facilitate this, the Institute of Company Secretaries of India (ICSI) has issued Secretarial Standards (SS)-1, which comprehensively outlines guidelines and procedures for the convening, conduct, and documentation of board meetings.
Secretarial Standards (SS)-1 serve as a foundational framework that companies must follow when organizing and conducting board meetings. These standards play a pivotal role in promoting good governance practices, enhancing board efficiency, and fostering confidence among investors, shareholders, and other stakeholders. The guidelines provided in SS-1 encompass various aspects of board meetings, including the convening of meetings, maintaining quorum, recording minutes, and preserving records.
In today’s complex business landscape, where companies operate in an environment of heightened regulatory scrutiny and evolving stakeholder expectations, adhering to SS-1 is of paramount importance. Properly conducted board meetings ensure that decisions are made with due diligence, transparent discussions, and a thorough understanding of the matters at hand. By following these standards, companies can minimize the risk of non-compliance, conflicts of interest, and inadequate decision-making.
The proper conduct of board meetings is not only a regulatory requirement but also a fundamental aspect of effective corporate leadership. SS-1 emphasizes the principles of accountability, transparency, and fairness, all of which are critical for maintaining the trust of stakeholders and upholding the reputation of the company. Moreover, the standards establish a consistent and structured approach to conducting board meetings, thereby facilitating efficient decision-making processes and strategic planning.
As businesses operate in an environment where corporate governance practices are under the spotlight, adopting SS-1 guidelines contributes to building a culture of ethical behavior, responsible management, and sustainable growth. These standards act as a guiding light for companies to navigate the intricacies of corporate decision-making, ensuring that board meetings are not only legally compliant but also aligned with the company’s strategic objectives.
In the subsequent sections, we will delve into the key aspects outlined by Secretarial Standards (SS)-1, including the process of convening meetings, maintaining quorum, recording accurate minutes, and preserving essential records. By gaining a comprehensive understanding of these guidelines, companies can foster an environment of accountability, transparency, and effective governance within their organizational framework. Author has
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Secretarial Standards (SS)-1 Meetings of Board of Directors
BOARD MEETING ACCORDING TO SECRETARIAL STANDARDS ISSUED BY ICSI
1. Convening of a Meeting
Authority: Any Director of a company, at any time, summon a Meeting of the Board, and the Company Secretary or where there is no Company Secretary, any person authorized by the Board in this behalf, shall convene BM in consultation with the Chairman or in his absence, the MD or in his absence, the WTD where there is any, unless otherwise provided in the Articles.
Note: The chairman may adjourn the meeting for any reason provided majority of directors gave their consent or not objected.
Points to consider before conducting BM;
i. every meeting shall have a serial number
ii. Notice shall clearly mention day ,date , time , place of the meeting
Numbering of meetings: company may choose existing system of numbering, if any, or any new system of numbering, which should be distinct, uniform and consistent.
For example: 1/ 2022, 2/2022… and in next year 1/2023, 2/2023. Alternate method could be 120th Meeting, 121st Meeting.
NOTE: serial number of adjourned meeting and original meeting shall be same
For example; Original Meeting No. is 15th, Meeting No. of Adjourned Meeting shall be 15th Meeting (Adjourned)
Board Meeting on Public Holiday: BM may be convened on any day including the public holiday, unless anything is specified in Articles.
However a meeting adjourned for the want of quorum shall not be convened on National Holidays according to section 174(4) of the Act.
Whereas, law is not specifically prohibiting the original meeting to be held on a National Holiday
Adjourned Meeting: Unless the Articles of the company provide otherwise, a Meeting adjourned for want of Quorum should be held on the same day at the same time and same place in the next week. If that day happens to be a National Holiday, then such adjourned Meeting should be held on the next succeeding day which is not a National Holiday at the same time and place, unless the Articles of the company provide otherwise. A notice in regard to the adjourned Meeting should be given to all the Directors.
Example: A Meeting is convened on 26th September at 3:00 p.m. at the Registered Office of the company. On that day, the required Quorum was not present. In the absence of any provisions to the contrary in the Articles, the Meeting is automatically adjourned to the same day in the next week, i.e. 2nd October, at the same time and place. However, since 2nd October is a National Holiday, the adjourned Meeting should be held on 3rd October.
Time of Meeting: A Meeting may be held at any time. However, it is desirable to have Meetings during working hours, though the Meeting may continue beyond working hours.
Venue of Meeting: A Meeting may be held at the Registered Office of the company or at any other place, including a remote place. A Meeting may be held in India or abroad. In case the Articles provide for a specific place or city in which the Meetings should be held, the Meetings should be held only at that place or city. If a Meeting of the Board is held elsewhere, contrary to such clause in the Articles, none of the decisions taken by the Board at such Meeting can be put into operation in any manner.
Meeting conducted through Electronic Mode: BM conducted through VC or other AV means authorized under these rules, the scheduled venue of the meeting as set forth in the notice convening the meeting, shall be deemed to be the place of the said meeting and all recordings of the proceedings at the meeting shall be deemed to be made at such place. [Rule 3(6) of the Companies (Meetings of Board and its Powers)] Rules, 2014. If due to any technical issue emerged during the Meeting held through Electronic Mode, a Director chooses to participate through telephone or tele-conferencing for remaining Meeting, then such participation cannot be considered as participation of a Director through Electronic Mode and his presence should not be counted for the purpose of quorum.
Communication by a Director of his intention to participate through Electronic Mode: If the director intends to participate through VC or other AV means, he shall give prior intimation to that effect sufficiently in advance so that company is able to make suitable arrangements in this behalf. [Rule 3(3)(d) of the Companies (Meetings of Board and its Powers) Rules, 2014].
Participation by all Directors through Electronic Mode: All the Directors may participate in a Meeting Through Electronic Mode. In such a case, at least one person, who may either be the Chairman or the Company Secretary or in the absence of the Company Secretary, any other person duly authorized in this behalf by the Chairman, should be physically present at the scheduled venue of the Meeting given in the Notice to enable Proper recording, to safeguard the integrity of the Meeting and to fulfil other requirements of law in this regard.
Meetings of the Committee and the Board on the same day: There are no restrictions on Meetings of Committees and of the Board being held on the same day, provided reasonable time gap is kept between the two Meetings: There are no restrictions on Meetings of Committees and of the Board being held on the same day, provided reasonable time gap is kept between the two Meetings.
Notice: Notice in writing of every Meeting shall be given to every Director
i. by hand;
ii. by speed post ;
iii. by registered post ;
iv. by facsimile ;
v. by e-mail or
vi. 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 authorized by the Board for the purpose. The Notice shall be given even if Meetings are held on pre- determined dates or at pre-determined intervals. [at least seven days before the date of the Meeting, unless the Articles prescribe a longer period.
The Notice shall specify ;
The serial number, day, date, time and full address of the venue of the Meeting. about the option available to directors to participate through Electronic Mode and provide them all the necessary information.
Notice-where to send: The Notice shall be sent to the
i. postal address ;
ii. e-mail address,
registered by the Director with the company or in the absence of such details or any change thereto, any of such addresses appearing in the Director Identification Number (DIN) registration of the Director.
NOTE: if director has specified a particular means of delivery of Notice, the company should send Notice of the Meetings through such means to him.
Notice Period: the requirement is to send seven days’ Notice and not seven clear days’ Notice. Thus, for the purpose of computing the period of seven days, the date of the Meeting should be excluded but the date of Notice need not be excluded.
Provided that a meeting of the Board may be called at shorter notice to transact urgent business subject to the condition that at least one independent director, if any, shall be present at the meeting:
Provided further that in case of absence of independent directors from such a meeting of the Board, 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.
Agenda and Notes on Agenda: 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.
Summary: Any director can summon a board meeting, and the Company Secretary (or an authorized person) should convene it after consulting the Chairman, MD, or WTD. Adjourning the meeting requires majority consent or no objection. Notices should clearly state details, and meetings can be held on public holidays. Agendas and related notes must be provided to directors at least seven days prior to the meeting. They should detail serial numbers, meeting type, venue, date, and time. Specific items, independent directors’ views, and alternative methods of item delivery should be included.
2. Frequency of Meetings
Meetings of the Board: 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.
Meetings of the 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.
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
If a company is incorporated on 10th August, the first Meeting should be held within thirty days i.e. latest by 9th September . if the meeting is held say on 10th July, then the next Meeting should be held within 120 days from 9th September.
Summary: Companies must hold at least four board meetings per calendar year with a maximum interval of 120 days between consecutive meetings. Committees should meet as needed, following legal and board stipulations.
3. Quorum
General Provisions: Quorum shall be present throughout the Meeting, while transacting business.
A 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 disclose of this interest.
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.
Meetings of the Board: 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.
Example; If, out of a total strength of Twenty Directors as fixed by the company in General Meeting, Nine places are vacant, then the actual strength of the Board for the purpose of computing the Quorum should be eleven and not twenty.
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.
4. Attendance at Meetings
Attendance Register: Every company shall maintain attendance register for the Meetings of the Board and Meetings of the Committee.
The attendance register shall contain the following particulars:
i. Serial number and
ii. Date of the Meeting;
In Case Of A Committee Meeting:
i. Name of the Committee;
ii. Place of the Meeting;
iii. time of the Meeting;
iv. names and signatures of the Directors, the Company Secretary and also of persons attending the Meeting by invitation an their mode of presence, if participating through Electronic Mode.
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 or where there is no Company Secretary, by the Chairman or by any other Director present at the Meeting, if so authorized by the Chairman and the fact of such participation is also recorded in the Minutes.
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. 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. 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. The attendance register shall be in the custody of the Company Secretary.
Summary: An attendance register must be maintained for board and committee meetings, noting directors’ names, attendance mode, and details of participation through electronic modes.
5. Chairman
Meetings of the Board: The Chairman of the company shall be the Chairman of the Board. Chairman of the Board shall conduct the Meetings of the Board. If no such 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.
Summary: The company’s Chairman serves as the chairman of board meetings. In their absence, the MD or a director elected by others present can chair the meeting.
6. Passing of Resolution by Circulation Authority:
The Chairman of the Board or in his absence, the MD or in their absence, 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 (Interested Directors shall not be excluded) 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.
Procedure: 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.
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.
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.
Required Approval: The approval by a majority of the Directors entitled to vote on the Resolution, 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 earlier of:
(a) Last date specified for signifying assent or dissent by the Directors, or
(b) Date on which assent has been received from the required majority,
provided that on that date the number of Directors, who have not yet responded on the resolution under circulation, along with the Directors who have expressed their desire that the resolution under circulation be decided at a Meeting of the Board, shall not be one third or more of the total number of Directors; and shall be effective from that date, if no other effective date is specified in such Resolution.
Recording: Resolutions passed by circulation shall be noted at a subsequent Meeting of the Board and the text thereof with dissent or abstention, if any, shall be recorded in the Minutes of such Meeting.
Validity: Passing of Resolution by circulation shall be considered valid as if it had Been Passed at a duly convened Meeting of the Board.
Summary: The Chairman or another designated director decides if a resolution will be passed by circulation. Certain resolutions cannot be passed through circulation. The procedure involves sharing the draft resolution and gathering director assent or dissent.
7. Minutes
Maintenance of Minutes: A distinct Minutes Book shall be maintained for Meetings of the Board and each of its Committees. A company may maintain its Minutes in physical or in electronic form. 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 Books, 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 Books shall be kept at the Registered Office of the company or at such other place as may be approved by the Board.
General Contents of Minutes
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 of the Meeting. Minutes shall record the names of the Directors present physically or through E-Mode, the Company Secretary who is in attendance at the Meeting and
Invitees, if any, including Invitees for specific items. Minutes shall contain a record of all appointments made at the Meeting.
Specific Contents of Minutes
Minutes shall inter-alia contain:
(a) The name(s) of Directors present and their mode of attendance, if through E-Mode.
(b) If Director participating through E-Mode, his particulars, the location from where he participated and wherever required, his consent to sign the statutory registers placed at the Meeting.
(c) The name of Company Secretary who is in attendance and Invitees, if any, for specific items and mode of their attendance if through Electronic Mode.
(d) Record of election, if any, of the Chairman of the Meeting.
(e) Record of presence of Quorum.
(f) The names of Directors who sought and were granted leave of absence.
(g) Noting of the Minutes of the preceding Meeting.
(h) Noting the Minutes of the Meetings of the Committees.
(i) The text of the Resolution(s) passed by circulation since the last Meeting, including dissent or abstention, if any.
(j) The fact that an Interested Director did not participate in the discussions and did not vote on item of business in which he was interested and in case of a related party transaction such director was not present in the meeting during discussions and voting on such item.
(k) The views of the Directors particularly the Independent Director, if specifically insisted upon by such Directors, provided these, in the opinion of the Chairman, are not defamatory of any person, not irrelevant or immaterial to the proceedings or not detrimental to the interests of the company.
(l) If any Director has participated only for a part of the Meeting, the Agenda items in which he did not participate.
(m) The fact of the dissent and the name of the Director who dissented from the Resolution or abstained from voting thereon.
(n) Ratification by Independent Director or majority of Directors, as the case may be, in case of Meetings held at a shorter Notice.
(o) Consideration of any item other than those included in the Agenda with the consent of majority of the Directors present at the Meeting and ratification of the decision taken in respect of such item by a majority of Directors of the company.
(p) The time of commencement and conclusion of the Meeting.
Apart from the Resolution or the decision, Minutes shall mention the brief background of all proposals and summaries the deliberations thereof. In case of major decisions, the rationale thereof shall also be mentioned.
Recording of Minutes. Minutes shall be written in clear, concise and plain language. if the decision of the Board is based on any unsigned documents including reports or notes or presentations tabled or presented at the Meeting, which were not part of the Notes on Agenda and are referred to in the Minutes, shall be identified by initialing of such documents by the Company Secretary or the Chairman. Where any earlier Resolution(s) or decision is superseded or modified, Minutes shall contain a specific reference to such earlier Resolution(s) or decision or state that the Resolution is in supersession of all earlier Resolutions passed in that regard. Minutes of the preceding Meeting shall be noted at a Meeting of the Board held immediately following the date of entry of such Minutes in the Minutes Book.
Finalization of Minutes
Within fifteen days from the date of the conclusion of the Meeting. the draft Minutes thereof shall be circulated ;
i. by hand or
ii. by speed post or
iii. by registered post or
iv. by courier or
v. by e-mail or
vi. by any other recognized electronic means
to all the members of the Board or the Committee, as on the date of the Meeting, for their comments.
Entry in the Minutes Book
Minutes shall be entered in the Minutes Book within thirty days from the date of conclusion of the Meeting.
Signing and Dating of Minutes
Minutes of the Meeting of the Board shall be signed and dated by the Chairman of the Meeting or by the Chairman of the next Meeting.
The Chairman shall initial each page of the Minutes, sign the last page and append to such signature the date on which and the place where he has signed the Minutes.
Inspection and Extracts of Minutes
The Minutes of Meetings of the Board and any Committee thereof can be inspected by the Directors. Extracts of the Minutes shall be given only after the Minutes have been duly entered in the Minutes Book.
However, certified copies of any Resolution passed at a Meeting may be issued even earlier, if the text of that Resolution had been placed at the Meeting.
NOTE: A Director is entitled to receive a copy of the signed Minutes of a Meeting held during the period of his Directorship, even if he ceases to be a Director.
Summary: Minutes of board meetings should be maintained in a separate book, with pages numbered and contents recorded clearly. They should capture general and specific details, including resolutions, decisions, and attendance records.
8. Preservation of Minutes and other Records
Minutes of all Meetings shall be preserved permanently in physical or in electronic form with Timestamp.
Office copies of Notices, Agenda, Notes on Agenda and other related papers shall be preserved in good order in physical or in electronic form for as long as they remain current or for eight financial years, whichever is later and may be destroyed thereafter with the approval of the Board. Minutes Books shall be in the custody of the Company Secretary.
Summary: Minutes should be preserved permanently, along with office copies of notices, agendas, and related papers. These records can be maintained in physical or electronic form with timestamps.
9. Disclosures
The Report of the Board of Directors shall include a statement on compliances of applicable Secretarial Standards
Annexure ‘A’
items of business which shall not be passed by circulation and shall be placed before the Board at its Meeting
General Business Items
• Noting Minutes of Meetings of Audit Committee and other Committees.
• Approving financial statements and the Board’s Report.
• Considering the Compliance Certificate to ensure compliance with the provisions of all the laws applicable to the company.
• Specifying list of laws applicable specifically to the company.
• Appointment of Secretarial Auditors and Internal Auditors.
Specific Items
• Borrowing money otherwise than by issue of debentures.
• Investing the funds of the company.
• Granting loans or giving guarantee or providing security in respect of loans.
• Making political contributions.
• Making calls on shareholders in respect of money unpaid on their shares.
• Approving Remuneration of Managing Director, Whole-time Director and Manager.
• Appointment or Removal of Key Managerial Personnel.
• Appointment of a person as a Managing Director / Manager in more than one company.
• In case of a public company, the appointment of Director(s) in casual vacancy subject to the provisions in the articles of the company.
• According sanction for related party transactions which are not in the ordinary course of business or which are not on arm’s length basis.
• Sale of subsidiaries.
• Purchase and Sale of material tangible/intangible assets not in the ordinary course of business.
• Approve Payment to Director for loss of office.
• Items arising out of separate Meeting of the Independent Directors if so decided by the Independent Directors.
Corporate Actions
• Authorise Buy-Back of securities.
• Issue of securities, including debentures, whether in or outside India.
• Approving amalgamation, merger or reconstruction.
• Diversify the business.
• Takeover another company or acquiring controlling or substantial stake in another company.
Additional list of items in case of listed companies
• Approving Annual operating plans and budgets.
• Capital budgets and any updates.
• Information on remuneration of Key Managerial Personnel.
• Show cause, demand, prosecution notices and penalty notices which are materially important.
• Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.
• Any material default in financial obligations to and by the company, or substantial non-payment for goods sold by the company.
• Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the company or taken an adverse view regarding another enterprise that can have negative implications on the company.
• Details of any joint venture or collaboration agreement.
• Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.
• Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.
• Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.
• Non-compliance of any regulatory, statutory or listing requirements and shareholder services such as non-payment of dividend, delay in share transfer etc.
Annexure ‘B’
list of items of business for the Agenda for the First Meeting of the Board of the company
1. To appoint the Chairman of the Meeting.
2. To note the Certificate of Incorporation of the company, issued by the Registrar of Companies.
3. To take note of the Memorandum and Articles of Association of the company, as registered.
4. To note the situation of the Registered Office of the company and ratify the registered document of the title of the premises of the registered office in the name of the company or a Notarised copy of lease / rent agreement in the name of the company.
5. To note the first Directors of the company.
6. To read and record the Notices of disclosure of interest given by the Directors.
7. To consider appointment of Additional Directors.
8. To consider appointment of the Chairman of the Board.
9. To consider appointment of the first Auditors.
10. To adopt the Common Seal of the company, if any.
11. To appoint Bankers and to open bank accounts of the company.
12. To authorise printing of share certificates and correspondence with the depositories, if any.
13. To authorise the issue of share certificates to the subscribers to the Memorandum and Articles of Association of the company.
14. To approve and ratify preliminary expenses and preliminary agreements.
15. To approve the appointment of the Key Managerial Personnel, if applicable and other senior officers.
NOTE: Data is updated till August 2023.
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