For the Integrity, Transparency and Standardization of the secretarial practices followed by the Companies, ten secretarial standards had been issued by the Institute of Company Secretaries of India. Section 118(10) of the Companies Act, 2013 mandates every company to observe Secretarial Standards with respect to Board Meetings and General Meetings formulated by ICSI and approved by Central Government i.e. SS-1 (Meetings of the Board of Directors) and SS-2 (General Meetings) with effect from 1st July’ 2015.
SECRETARIAL STANDARD -1 [Meetings of Board of Directors]:- This Secretarial Standard is applicable on all the Companies except One Person Company. Besides, meeting of the Board of Directors, the standard is also applicable on meeting of the Committee(s) of the Board unless otherwise stated by any other applicable guidelines, rules and regulations. Here is the checklist of compliances to be adhered by the Companies for the meeting of the Board of Directors as per SS-1:
Compliances to be done by Companies as per Secretarial Standard 1
|1||NOTICE SHALL SPECIFY THE SERIAL NO., DAY, DATE, TIME AND FULL ADDRESS OF THE VENUE OF THE MEETING.||Company Secretary|
|NOTICE ALONG WITH AGENDA AND NOTES TO AGENDA IN WRITING TO BE GIVEN TO EVERY DIRECTOR ATLEAST SEVEN DAYS BEFORE THE MEETING.|
|A. MODES: by hand, by hand, speed post, registered post, by courier, by facsimile, by email or any other electronic means||Issued by the Company Secretary or where there is no company secretary, by any director or any other person authorized by the Board
Acknowledgement to by received from the Directors.
|B. NOTES TO AGENDA shall contain details of the item of business requiring approval at the meeting including proposal, relevant material facts and and nature of concern or interest, if any, of any Director.|
|C. SHORTER NOTICE: To transact urgent business, notice( along with agenda and notes on agenda) may be given at shorter notice subject to ratification by majority of the Directors.|
|D. PRESERVATION: Office copies of notices, agenda and notes to agenda shall be preserved for atleast 8 financial years and may be destroyed thereafter with the approval of the Board.|
|Board Meetings: The Chairman of the Company, if any shall be the Chairman of the Board Meeting. Otherwise the Directors may elect one of themselves to be the Chairman of the Board.
Committee Meetings: A member of the Committee appointed by the Board or elected by the Committee as Chairman of the Committee.
|4||PASSING OF RESOLUTION BY CIRCULATION|
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.
|5||FREQUENCY OF MEETINGS|
Board/ Committee Meetings: Atleast once in every quarter with a maximum interval of 120 days between any two consecutive board meetings.
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.
Every company shall maintain separate attendance registers for the Board Meetings and Committee Meetings.
Contents: Serial no., type, date, place and time of meeting and name of directors, CS & invitees present.
Signature of Directors, CS and other invitees required.
Initialled by Company Secretary
|8||LEAVE OF ABSENCE|
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 Annual Report and Annual Return shall disclose the no. and dates of meetings of the Board and Committees held during the financial year indicating the no. of meetings attended by each Director.
• Distinct for Board Meetings and Committee Meetings.
• Pages shall be consecutively numbered.
• Shall not be pasted or attached, if maintained in loose-leaf form- shall be bounded periodically.
• Shall state at the beginning the serial no., type of meeting, name of company, day, date, venue and time of commencement and conclusion 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.
CONTENT OF MINUTES:
2. Record of presence of quorum.
3. Names of Directors who soght and were granted leave of absence.
4. Name of CS who is in attendance and Invitees, if any for specific items.
5. Noting of the Minutes of the preceding Meeting.
6. Noting the Minutes of the Meeting of the Committees.
7. The text of the Resolution(s) passed by circulation since the last Meeting, including dissent or abstention, if any.
8. 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)
9. Views of Directors provided these are not defamatory to any person in the opinion of the Chairman.
10. The fact of the dissent and the name of the Director who dissented from the Resolution.
Finalization of Minutes: Within 15 days from the date of conclusion of meeting, the draft minutes shall be circulated to all the members of the Board/Committee.
Entry: Minutes shall be entered in the minutes book within 30 days from the date of conclusion of the meeting.
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 on last page)
Certification & Circulation: Copy of signed minutes shall be certified by CS and shall be circulated to all the Directors within 15 days after these are signed.
Preservation: Minutes of all meeting shall be preserved permanently.
(Author is a CS Management Trainee with Select Infrastructure Private Limited)