SS-1 Secretarial Standard on Meetings of the Board of Directors

CS Kiran Mukadam

Synopsis of  SS-1 Secretarial Standard on Meetings of the Board of Directors

1. Applicable to all Companies Board Meetings and Committees Meetings except One Person Company [OPC]

2. Convene of the Meeting-

· Any one of the Director /Company Secretary / other person authorised by the Board of Directors

· Every Meeting shall have serial number

· A Meeting /adjourned Meeting may be convened at any time and place, on any day, excluding a National Holiday

· Any Director may participate through Electronic Mode in a Meeting except restricted items like approval of the annual financial statement, Board’s report, prospectus and matters relating to amalgamation, merger, de-merger, acquisition and takeover

· Mode of Notice- Hand Delivery/ Speed Post/ Registered Post/ Courier/ Fax/ E-mail

· Notice to be issued by Company Secretary / Director /Person authorised by Board

· Notice contents- Serial number, day, date, time and full address of the venue of the Meeting

· Notice, Agenda and Notes on Agenda to be given at least 7 days before date of meeting except unpublished price sensitive information to be discussed in the meeting. Proof of sending Agenda and Notes on Agenda and their delivery shall be maintained by the company

· The Notice, Agenda and Notes on Agenda shall be sent to the Original Director also at the address registered with the company, even if these have been sent to the Alternate Director

· Each item of business requiring approval at the Meeting shall be supported by a note setting out the details of the proposal, nature of interest, relevant material facts that enable the Directors to understand the meaning, scope and implications of the proposal

· Where approval by means of a Resolution is required, the draft of such Resolution shall be either set out in the note or placed at the Meeting

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

· 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, which shall include at least one Independent Director, if any

· To transact urgent business, the Notice, Agenda and Notes on Agenda may be given at shorter period of time than stated above, if at least one Independent Director, if any, shall be present at such Meeting. The fact that the Meeting is being held at a shorter Notice shall be stated in the Notice.

3. Frequency of the Meetings-

· Minimum Four Meeting per calendar year. Maximum gap 120 days between 2 consecutive Board meetings

· 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.

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

· 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. Quorum shall be present throughout the Meeting. Interested Director cannot count for quorum

4. Attendance Register

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

· The pages of the respective attendance registers shall be serially numbered. Every Director, Company Secretary who is in attendance and every Invitee who attends a Meeting of the Board or Committee thereof shall sign the attendance register at that Meeting.

· The attendance register is open for inspection by the Directors.

· Entries in the attendance register shall be authenticated by the Company Secretary or Chairman, if there is no Company Secretary, by appending his signature to each page.

· 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.

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

· Contents of Attendance register shall serial number , date of the Meeting; in case of a Committee Meeting name of the Committee; place of the Meeting; time of the Meeting; names of the Directors and signature of each Director present; name and signature of the Company Secretary who is in attendance; Persons attending the Meeting by invitation.

· The attendance register shall be kept in the custody of the Company Secretary

5. Chairman

· The Chairman of the company shall be the Chairman of the Board

· The Chairman of the Board shall conduct the Meetings of the Board. If no Chairman is elected or if the Chairman is unable to attend the Meeting, the Directors present at the Meeting shall electone of themselves to chair and conduct the Meeting, unless otherwise provided in the Articles

· If the Chairman is interested in any item of business, he shall, with the consent of the members present, entrust the conduct of the proceedings in respect of such item to any disinterested Director and resume the Chair after that item of business has been transacted. The Chairman shall also not be present at the Meeting during discussions on such items.

6. Passing of Resolution by Circulation-

· The Chairman of the Board / Managing Director/ Whole-time Director/ 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.

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

· The Resolution is passed when it is approved by a majority of the Directors entitled to vote on the Resolution, unless not less than one-third of the total number of Directors for the time being requires the Resolution under circulation to be decided at a Meeting.

· 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.

· 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.

7. 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 with Timestamp

· The pages of the Minutes Books shall be consecutively numbered.

· Minutes of the Board Meetings, 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 of the Board Meeting shall be kept at the Registered Office of the company or at such other place as may be approved by the Board.

· 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 and conclusion of the Meeting.

· Minutes shall record the names of the Directors present physically or through Electronic Mode, the Company Secretary who is in attendance at the Meeting and Invitees, if any, including Invitees for specific items, appointments of Directors, First Auditors, Key Managerial Personnel, Secretarial Auditors, Internal Auditors and Cost Auditors

· Any document, report or notes placed before the Board and referred to in the Minutes shall be identified by initialing of such document, report or notes by the Company Secretary or the Chairman

· Where any earlier Resolution (s) or decision is superseded or modified, Minutes shall contain a reference to such earlier Resolution (s) or decision.

· 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.

· Within fifteen days from the date of the conclusion of the Meeting of the Board or the Committee, the draft Minutes thereof shall be circulated by hand or by speed post or by registered post or by courier or by e-mail or by any other recognised electronic means to all the members of the Board or the Committee for their comments. Proof of sending draft Minutes and its delivery shall be maintained by the company. The Directors, whether present at the Meeting or not, shall communicate their comments, if any, in writing on the draft Minutes within seven days from the date of circulation thereof, so that the Minutes are finalised and entered in the Minutes Book within the specified time limit of thirty days.

· Minutes shall be entered in the Minutes Book within thirty days from the date of conclusion of the Meeting.

· 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.

· A copy of the signed Minutes certified by the Company Secretary or by any Director authorised by the Board shall be circulated to all Directors within fifteen days after these are signed

· 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.

· 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

· Specific Contents-

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

Ø Record of presence of Quorum.

Ø The names of Directors who sought and were granted leave of absence.

Ø The mode of attendance of every Director whether physically or through Electronic Mode.

Ø In case of a Director participating through Electronic Mode, his particulars, the location from where and the Agenda items in which he participated.

Ø 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.

Ø Noting of the Minutes of the preceding Meeting.

Ø Noting the Minutes of the Meetings of the Committees.

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

Ø The fact that an Interested Director was not present during the discussion and did not vote.

Ø 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.

Ø If any Director has participated only for a part of the Meeting, the Agenda items in which he did not participate

Ø The fact of the dissent and the name of the Director who dissented from the Resolution or abstained from voting thereon.

Ø Ratification by Independent Director or majority of Directors, as the case may be, in case of Meetings held at a shorter Notice and the transacting of any item other than those included in the Agenda.

Ø The time of commencement and conclusion of the Meeting.

8. List of businesses to be transacted at Board Meeting only, restricted for resolutions pass by circulation :

· 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.

· 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.

· According sanction for related party transactions which are not in the ordinary course of business or which are not on arm’s length basis

· Purchase and Sale of subsidiaries/assets which are not in the normal 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.

· 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.

· Approving Annual operating plans and budgets.

· Capital budgets and any updates.

· Information on remuneration of KMP.

· 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 judgment 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.

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