Compliance for Companies related to Meetings As per new SS 1

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

Notice is required to be given even if meeting is held on pre-determined date or interval.

In case Notice is given by speed post or registered post, two additional days shall be added.

Notes on items of business which are in the nature of unpublished price sensitive information can be given at a shorter notice with the consent of majority of directors, including atleast one independent director, if any.

Modes: by hand, speed post, registered post, by facsimile, by email or any other electronic means.

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 shall also contain the contact number or e-mail address (es) of the Chairman or the Company Secretary or any other person authorised by the Board, to whom the Director shall confirm in this regard.

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.

The fact that meeting was called at a shorter notice shall be stated in the Notice.

The Company shall hold atleast 4 board meeting in each calendar year with a maximum interval of one hundred and twenty days between any two consecutive Meetings of the Board.

In case of OPC, Small Company or Dormant Company, it is sufficient to hold one (1) board meeting in each half of the calendar year with a gap of not less than 90 days between two consecutive board meetings.

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

Committee Meetings

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.

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.

Company Secretary / Any other person so authorised

One-third of total strength of the Board, or two Directors, whichever is higher.

Quorum shall be present throughout the meeting. Interested Director shall not be counted for the purpose of quorum. However, in case of private companies, interested director can participate after disclosure of his interest.

Directors participating through electronic mode shall be counted towards quorum unless they are to be excluded for any items of business specifically excluded under the provisions of the Companies Act.

Every company shall maintain separate attendance registers for the Meetings of the Board and Meetings of the Committee.

The pages of attendance registers shall be serially numbered, if maintained in loose form, then they are required to be bound atleast once in three years.

Contents: Serial no., type, date, place and time of meeting and name of directors present and their signatures, name and signatures of CS & invitees present and their mode of attendance, if participating through electronic mode.

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.

In case attending board meeting through electronic mode, their attendance to be recorded and authenticated by CS or Chairman.

Leave of absence shall be granted to a Director only when a request for such leave has been received by the CS or by the Chairman.

Every director is required to attend atleast 1 meeting physically during a period of 12 months irrespective of the fact that whether leave of absence was taken or not as per secretarial standards. Otherwise the office of the Director shall become vacant.

The Resolution shall be sent in draft, together with the necessary papers i.e. explanation by way of note setting out the details of the proposal and relevant material facts, individually to all the Directors including Interested Directors on the same day by hand/ speed post/ registered post/ courier/ email or any other recognised electronic means.

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.

Where not less than one-third of the Directors require the resolution to be decided at a meeting (irrespective of the fact whether they are interested), then the Chairman shall put the resolution for consideration at the meeting.

Interested Director shall not be entitled to vote.

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.

The Report of Board of Directors shall include a statement on compliances of applicable Secretarial Standards.

Minutes Book:

• Distinct for Board Meetings and Committee Meetings.
• Minutes may be maintained in physical form or electronic form with
• Timestamp as   prescribed.
• Pages shall be consecutively numbered.
• Shall not be pasted or attached, if maintained in loose-leaf form- shall be bounded periodically.
• Shall be kept at the registered office or such other place as approved by the Board.
• Shall state at the beginning the serial no., type of meeting, name of company, day, date, venue and time of commencement of the meeting.
• Shall record the names of Directors present, CS and Invitees, if any, including Invitees for specific items.
• Shall contain record of all appointments made at the meeting.

Specific Content Of Minutes:

1. Names of Directors present and their Mode of attendance, if through electronic mode.

2. In case of Director participating through electronic mode, his particulars, the location from where he participated and wherever required, his consent to sign the statutory registers placed at the meeting.

3. Record of election, if any, of the Chairman of the Meeting.

4. Record of presence of quorum.

5. Names of Directors who sought and were granted leave of absence.

6. Name of CS who is in attendance and Invitees, if any for specific Items and mode of their attendance, if through electronic mode.

7. Noting of the Minutes of the preceding Meeting.

8. Noting the Minutes of the Meeting of the Committees.

9. The text of the Resolution(s) passed by circulation since the last Meeting, including dissent or abstention, if any.

10. The fact that the Interested Director was not present during the discussion and did not vote. (Participation in the meeting is allowed in case of pvt. Co. if the director discloses his interest)

11. Views of Directors provided these are not defamatory to any person in the opinion of the Chairman.

12. If any Director has participated only for part of the meeting, the Agenda items in which he did not participate.

13. The fact of the dissent and the name of the Director who dissented from the Resolution.

14. Ratification by independent director or majority of directors, as the case may be, in case of meetings held at shorter notice.

15. onsideration of any items, not included in the agenda, with the consent of majority of directors present at the meeting and ratification of the decision taken in respect of each such item by majority of directors of the Company.

16. 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 summarise the deliberations thereof. In case of major decisions, the rationale thereof shall also be mentioned.

Finalization of Minutes:

Within 15 days from the date of conclusion of meeting of Board / Committee, the draft minutes shall be circulated to all the members of the Board/ Committee, by hand or by speed post or by registered post or by courier or by e-mail or by any other recognised electronic means for their comments.

The Directors shall communicate their comments within 7 days so that minutes can be finalised and entered within 30 days of the date of meeting.

Entry:

Minutes shall be entered in the minutes book within 30 days from the date of conclusion of the meeting. The date of entry of the Minutes in the Minutes Book shall be recorded by the Company Secretary or the Chairman or any other person authorised by the Board.

Signing and Dating:

Minutes shall be signed and dated by the Chairman of the meeting or the Chairman of the next meeting. (Initialed on each page and signature, date and place on last page).

In case minutes are maintained electronically, then the Chairman shall sign the minutes digitally.

The Directors shall communicate their comments within 7 days so that minutes can be finalised and entered within 30 days of the date of meeting.

Certification & Circulation:

A Copy of signed minutes shall be certified by CS / by any director authorised by the Board and shall be circulated to all the Directors within 15 days after these are signed.

Inspection of minutes:

The Directors, Company Secretary in Practice appointed by the company, the Secretarial Auditor, the Statutory Auditor, the Cost Auditor or the Internal Auditor of the company can inspect the Minutes as he may consider necessary.

A member of the Company is not entitled to inspect the minutes of meetings of the Board.

Preservation: Minutes of all meeting shall be preserved permanently.

Custody: Minutes book shall be kept in the custody of CS or any other authorised director.

Proof of sending draft Minutes and its delivery shall be maintained by the company secretary/ any other person authorised for such period as may be decided by the Board being not less than 3 years from the date of the meeting.

SS-1 applies to all types of board / committee meetings of all companies except OPCs. Failure to comply with SS-1 can result in penalty of INR 25,000 on the company and INR 5,000 on every officer of the Company-in-default.