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Summary: The compliance checklist for SS-1, concerning meetings of the Board of Directors, outlines critical procedural requirements to ensure regulatory adherence. Key aspects include assigning a serial number to each meeting, providing adequate notice that details the venue, and ensuring physical quorum when necessary. Notices must be sent to the directors’ registered addresses and maintained for three years. Meeting agendas should also be distributed appropriately, with proof of delivery kept. The checklist emphasizes maintaining an attendance register and proper documentation for resolutions passed by circulation. It also highlights the necessity of accurate minutes, which should include essential details like the meeting’s type, attendees, and decisions made. Each minute must be signed by the chairman and recorded in the minutes book promptly. Furthermore, all documents related to the meetings should be preserved for specified periods, ensuring transparency and accountability in corporate governance.
| CHECKLIST ON SS-1 (MEETINGS OF THE BOARD OF DIRECTORS) | |
| Clause | Particular |
| 1.2.1 | Whether Every Meeting have a serial number? |
| 1.2.2 | Whether Notice of meeting clearly mention the venue? |
| 1.2.3 | Whether physical quorum present in case of restricted item discuss through VC? |
| 1.3.1 | Notice shall be sent to the postal address or 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 DIN |
| 1.3.1 | Whether Proof of sending Notice and its delivery maintained at least for 3 years from the date of the Meeting? |
| 1.3.2 | Whether notice issued by the Company Secretary or not, if there is a Company Secretary? |
| 1.3.3 | Whether Notice specify the serial number, day, date, time and full address of the venue of the Meeting? |
| 1.3.4 | Notice informs the Director about the option available to them to participate through Electronic Mode |
| 1.3.4 | Director may intimate his intention of participation through Electronic Mode at the beginning of the Calendar Year also, which shall be valid for such Calendar Year. |
| 1.3.4 | Whether Notice contain the contact number or e-mail address(es) of the Chairman or the Company Secretary to whom the Director intimate his intention to participate through VC? |
| 1.3.6 | Whether Notice convening a Meeting given at least seven days before or such shorter period as provided in AOA? |
| 1.3.6 | In case notice send by speed post or by registered post, whether additional two days added to serving of Notice? |
| 1.3.7 | Whether Agenda and Notes on Agenda sent to all Directors by hand or by speed post or by registered post or by e-mail or by any other electronic means? |
| 1.3.7 | Whether Proof of sending Agenda and Notes on Agenda and their delivery maintained at least for 3 years from the date of the Meeting? |
| 1.3.7 | Whether the Notice, Agenda and Notes on Agenda sent to the Original Director also at the address registered with the company, even if these have been sent to the Alternate Director? |
| 1.3.7 | Whether consent of majority of Directors taken including at least one Independent Director (ID) for sending notes on items of business which are in the nature of Unpublished Price Sensitive Information at shorter period of time? |
| “Unpublished Price Sensitive Information including but not restricted to, information relating to the
following :- (i) financial results; (ii) dividends; (iii) change in capital structure; (iv) mergers, de-mergers, acquisitions, delistings, disposals and expansion of business and such other transactions; and (v) changes in key managerial personnel*. |
|
| 1.3.7 | Whether the permission of the Chairman and consent of majority of Directors including at least one Independent Director taken for circulating the Supplementary Notes on any of the Agenda Items at or prior to the Meeting? |
| 1.3.9 | Whether each item of business to be taken up at the Meeting serially numbered? |
| 1.3.11 | When meeting called at shorter period of time whether notice stated shorter Notice? |
| 1.3.11 | Whether ID present at the meeting, in case the Notice, Agenda and Notes on Agenda given at shorter period of time to transact the urgent time or if ID not present , whether the same circulated to all the Directors and final only after ratification by ID? |
| 2.1 | Whether the company hold at least four Board Meetings in each Calendar Year with a maximum interval of 120 days between any two consecutive Meetings? |
| 2.3 | In case company required to appoint ID, whether at least one Meeting of such ID hold without attendance of Non-Independent Directors and members of management? |
| 3.1 | Whether Quorum present throughout the Meeting? |
| 3.2 | Whether director is not participate in respect of item in which he/she interested? |
| 3.3 | Director attends the meeting through electronical mode counted for quorum except in case of restricted item in which Quorum shall be ascertained on the basis of physical presence of Directors. |
| 3.4.1 | whether the Quorum for a Meeting of the Board be one-third of the total strength of the Board, or two Directors, whichever is higher? |
| 3.4.1 | If there is no Quorum at the adjourned Meeting also, the Meeting shall stand cancelled. |
| 4.1 | Whether the Company maintain the attendance register for the Meetings of the Board and Meetings of the Committee? |
| 4.1 | Whether the pages of the attendance register serially numbered? |
| 4.1 | If an attendance register is maintained in loose-leaf form whether it bound periodically, at least once in every three years? |
| 4.1.2 | Whether the attendance register contain serial no., date, place, time of the meeting, name & signature of Director, CS and invitee at the meeting and mode of presence, if participating through Electronic Mode? |
| 4.1.3 | Whether the attendance register deemed to be signed by the Directors participating through Electronic Mode and authenticated by CS or chairman or any other person authorised? |
| 4.1.4 | Whether the attendance register maintained at registered office, or such other place approved by the Board? |
| 4.1.4 | A Member of the company is not entitled to inspect the attendance register |
| 4.1.4 | Whether Company Secretary in Practice appointed by the company or the Secretarial Auditor or the Statutory Auditor of the company inspect the attendance register? |
| 4.1.4 | Whether a person ceases to be a Director, inspect the attendance register of the Meetings held during the period of his Directorship? |
| 4.1.6 | Whether the attendance register preserved for a period of at least eight financial years from the date of last entry made therein? |
| 4.1.7 | Whether the attendance register in the custody of Company Secretary, or any other person authorised by Board, if no CS? |
| 4.2 | Whether the Director communicate his/her leave of absence to CS or chairman? |
| 4.2 | Whether the office of director vacant in case he/she absents himself/herself from all Board Meetings during a period of twelve months with or without seeking leave of absence of the Board? |
| 6.1.2 | Interested Directors shall not be excluded for the purpose of determining the one-third of the total number of Directors |
| 6.2.1 | Whether Resolution passed by circulation sent in draft, together with the necessary papers, to all the Directors including Interested Directors? |
| 6.2.2 | whether the draft resolution along with necessary papers 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 recognised electronic means? |
| 6.2.2 | whether Proof of sending and delivery of the draft of the Resolution and the necessary papers maintained by the company at least for 3yrs from the date of circulation? |
| 6.2.3 | Whether the director respond to circulation resolution within 7 days? |
| 6.3.1 | Whether every resolution passed by circulation carry a serial no.? |
| 6.4 | Whether resolution passed by circulation noted at subsequent meeting and dissent or abstention recorded in the Minutes of such Meeting? |
| 7.1.2 | whether a Company maintained a distinct Minutes Book for Meetings of the Board and each of its Committees? |
| 7.1.3 | Whether the minutes maintained in electronic form with timestamp? |
| 7.1.4 | Whether the pages of the minutes Book consecutively numbered? |
| 7.1.4 | Whether any page or part thereof in the Minutes Book is left blank, the same scored out and initialled by the Chairman who signs the Minutes? |
| 7.1.6 | Whether the minutes book maintained in loose-self form, if yes the same bound periodically depending on the size and volume and coinciding with one or more financial years of the company? |
| 7.1.7 | Whether the minutes book kept at registered office or any other place approved by Board? |
| 7.2.1.1 | Whether the Minutes 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? |
| 7.2.1.2 | whether the minutes 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? |
| 7.2.1.2 | whether the names of the Directors listed in alphabetical order or in any other logical manner, but in either case starting with the name of the person in the Chair? |
| 7.2.2.1 | Whether the minutes state the presence of quorum, leave of absence, noting of minutes of preceding meeting, noting of committee minutes, fact that interest director not participate and vote on item, fact of dissent and the name of Director who is dissent, ratification by ID or majority of Director in case meeting called at shorter consent, time of commencement and conclusion? |
| 7.3.1 | Whether the CS or chairman or any other person authorised by board record the proceedings of meeting? |
| 7.3.3 | Wherever 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 whether the same initial by chairman or CS? |
| 7.4 | whether within 15 days from the date of the conclusion of the Meeting of the Board or the Committee, the draft Minutes thereof circulated to all the members of the Board or the Committee, as on the date of the Meeting, for their comments? |
| 7.4 | Whether Proof of sending draft Minutes and its delivery maintained by Company at least for 3 years? |
| 7.4 | Whether the director communicate their comments if any, in writing on the draft Minutes within seven days from the date of circulation? |
| 7.4 | Whether the Chairman at his discretion consider the comments of director who communicate after the expiry of 7 days? |
| 7.4 | Whether the Director who ceases to be a Director after a Meeting of the Board received the draft Minutes of that particular Meeting and to offer comments thereon, irrespective of whether he attended such Meeting? |
| 7.5.1 | Whether the Minutes entered in minutes book within 30 days? |
| 7.5.2 | Whether the date of entry of the Minutes in the Minutes book recorded by the CS or if no CS then Chairman or any other person authorised by Board? |
| 7.5.3 | Whether any alteration in the entered minutes made only after the approval of the Board at subsequent BM in which they are noted and the fact of such alteration recorded in the Minutes of such subsequent Meeting? |
| 7.6.1 | Whether the minutes of the Meeting of the Board signed and dated by the Chairman of the Meeting or by the Chairman of the next Meeting? |
| 7.6.2 | whether the Chairman 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? |
| 7.6.4 | Whether within 15 days of signing of Minutes, a copy of signed minutes certified by CS or if no CS, then by any Director authorised by Board and circulated to all the Directors? |
| 7.6.4 | Whether Proof of sending signed Minutes and its delivery maintained by Company at least for 3 years from the date of the meeting? |
| 7.7.2 | Whether the extract of the minutes given only after the Minutes have been duly entered in the Minutes Book? |
| 8.1 | Whether the Minutes of all Meetings preserved permanently? |
| 8.2 | Whether the office copies of Notices, Agenda, Notes on Agenda and other related papers preserved at least for 8 years? |
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