The fundamental principles with respect to Board Meetings are laid down in the Act. SS-1 facilitates compliance with these principles by endeavouring to provide further clarity where there is ambiguity and establishing benchmark standards to harmonise prevalent diverse practices. For the benefit of companies, SS-1 provides necessary flexibility in many cases viz. with respect to calling Meeting at shorter Notice, transacting any other business not contained in the agenda and passing of Resolutions by circulation. Complying with SS-1 ensures a reliable Board process which protects the interests of the company and its stakeholders. Incidentally, it has been observed that the quantum and propensity for litigations or risk thereof is directly proportional to the degree of non-adherence to proper procedures and the non-availability of proper records, especially in the case of small and private companies. The objective of SS-1 is to address such issues.

SS-1 requires Company Secretary(ies) to oversee the vital process of recording and facilitating implementation of the decisions of the Board. Where there is no Company Secretary in the company or in the absence of the Company Secretary, any Director or other Key Managerial Personnel (KMP) or any other person authorised by the Board for this purpose may discharge such of the functions of the Company Secretary as given in SS-1.

SS-1 does not seek to substitute or supplant any existing laws. It strives to supplement such laws for promoting better corporate governance.

Therefore, in addition to SS-1, the requirements laid down under any other applicable laws, rules and regulations need to be complied with. However, in case of variations in any provision of the applicable laws and SS-1, the stricter provisions need to be complied with.

Download Guidance Note on Meetings of the Board of Directors

Source- ICSI

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