Secretarial Standard (SS-1) on Board Meetings [Section 118(10) of Companies Act, 2013]

Secretarial Details Remarks

Standards

1. Convening a 1.1 Authority for Convening Meeting

Meeting
 Any Director of Company;
 Company Secretary(“CS”) or in absence of CS person authorized by Board
on requisition of a Director in consultation with Chairman or Managing
Director or Whole Time Director
 Chairman may adjourn the Meeting for any reason, at any stage, unless
dissented/objected by majority of Directors present
1.2 Time, Place. Mode and Serial Number of Meeting
 Every Meeting shall have serial number
 Meeting may be convened at any time and place, on any day, excluding
National Holiday
 Director may participate through Electronic Mode, if facility provided, unless
Act or law specifically does not allow such participation
1.3 Notice
 Notice of every meeting shall be given to every Director by hand/speed post/
registered post/ courier/ facsimile / email or other electronic means
 Notice to be issued by Company Secretary or where there is no CS by
any Director or person authorized by the Board
 Notice shall specify serial number / day / date / time / venue of the
meeting
 If participation through Electronic mode is available, Notice shall the inform
Director about the same and provide necessary information
 Notice shall be given even if meeting is held on pre-defined dates
 Notice of meeting shall be given atleast 7 days before the date of meeting
 Agenda and Notes to agenda shall be given to all directors 7 days before
the date of meeting, notes to agenda may be given for a shorter duration for
item containing Unpublished Price Sensitive information subject to
consent of majority of Director including 1 Independent Director, if any
National Holiday: 26th January, 15th August
02nd October
Electronic Mode: Video Conferencing or other
audio-visual means
Matters not be dealt within a meeting through
video Conference are specified in Rule 4 of
Companies Meetings of Board and its Power
Rules, 2014
Notice/Agenda should be sent to postal address
or email address registered with the Company
or in absence of such detail address mentioned
in DIN.
Proof of sending Notice / Agenda and its
delivery shall be maintained by the Company
Notice shall also contain the contact number of
Chairman/CS to whom Director shall confirm
7 days if by email / fax
7+2 days if by post/courier
Unpublished Price Sensitive information
ordinarily includes information relating to:
Financial results, dividends, change in capital
structure, mergers/demergers, change in KMP,
material events in accordance with listing
agreements
Secretarial Standard [Section 118(10) of Companies Act, 2013]

Secretarial Details Remarks

Standards

1. Convening a 1.3 Notice of Meeting (contd…)

Meeting
 Each item requiring approval shall be supported by a note setting out In case approval is required by passing
details of proposal, relevant facts resolution, then draft of such resolution shall
 Each item taken up in meeting shall be serially numbered either be set out in the note or placed in meeting
 Additional item may be taken up in meeting with the permission of Illustrative list of items to be place in meeting is
Chairman and with the consent of majority of Directors present in Annexed.
meeting including 1 independent director, if any
 For urgent business, notice, agenda and notes to agenda may be given If meeting at Shorter notice then Notice shall
at shorter notice, atleast 1 independent director (“ID”), if any, shall be state that meeting is being held at a Shorter
present in meeting, if no ID is present then decision of meeting to be Notice
circulated to all the directors and shall be final only on ratification thereof by
atleast 1 ID, if any. If Company does not have ID decision shall be final if
ratified by majority of Directors, unless decision were approved by at the
meeting itself by majority
2. Frequency of 2.1 Meetings of the Board 1st Meeting of Board to be held within 30 days of
Meetings
 Board shall meet once in every calendar quarter incorporation.
 Maximum interval of 120 days between two consecutive Meeting
 In a manner that 4 meetings are held in each Calendar Year.

2.2 Meetings of the Committee

 Committee 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
2.3 Meetings of Independent Directors Companies Requiring to appoint
Independent Directors
 Company requiring to appoint Independent Directors under the Act, such a. Listed Companies
Independent Directors shall meet at least once in a Calendar Year. b. Public Companies having
Paid up Capital 10 Cr or more; or
Turn over of Rs. 100 Cr or more; or
Aggregate, outstanding loan,
debentures and deposit exceeding 50 Cr.
Secretarial Standard [Section 118(10) of Companies Act, 2013]

Secretarial Details Remarks

Standards

3. Quorum 3.1 Quorum shall be present throughout the meeting

Quorum should be present not only at the time of commencement of

meeting but also while transacting business.

3.2 A director shall be not be reckoned for Quorum in respect of an item

in which he is interested and shall not be present, during discussion
and voting on such item

A Director shall be treated as interested in a contract or arrangement entered or

proposed to be entered into by a Company
a. With the Director himself or his relative; or
b. With any body corporate, if such Director, along with other Directors hold more
than 2% of the paid up capital of that body corporate; or
c. he is a promoter or manager or CEO of that body corporate
d. With a firm or other entity, if such Director or his relative is a
partner/owner/members. of that firm or other entity.
Matters not be dealt within a meeting through
3.3 A director participating through Electronic means shall be counted video Conference are specified in Rule 4 of
for the purpose of Quorum unless they are excluded for any item. Companies Meetings of Board and its Power
Rules, 2014
3.4 Meetings of the Board
Fraction contained in 1/3 shall be rounded off to
 The Quorum for the meeting shall be 1/3 of total strength or 2 directors the next one
which ever is higher If quorum requirement provided in Articles is
higher than 1/3 then Company shall conform
 Where number of Directors is reduced below minimum fixed by articles, no to such higher requirements
business shall be transacted unless the number is first made up by If number of interest director exceeds or equal to
remaining Director(s) or through a general meeting. 2/3 of total strength, remaining Directors present,
being not less than 2 shall be Quorum for such
item.
3.5 Meetings of the Committee

 Presence of all the members of any Committee constituted by the Board

is necessary to form the Quorum for meeting of such committee, unless
otherwise stipulated in the act or the Articles or by the Board.
Secretarial Standard [Section 118(10) of Companies Act, 2013]

Secretarial Details Remarks

Standards

4. Attendance at 4.1 Attendance Registers

Meetings
 Every Company shall maintain separate attendance registers for members of the
Board and meeting of the Committee
 Attendance Register shall contain following details
a. Serial Number
b. Date of meeting
c. In case of Committee meeting name of Committee
d. Place and Time of meeting The pages of the respective
e. Name and Signature of Directors present attendance registers shall be serially
f. Name and Signature of Company Secretary who is in attendance numbered
g. Name and Signature of person attending meeting by invitation
 Attendance register shall be maintained at the Registered office or such place as Invitee means a person, other than a
approved by the Board Director and Company Secretary who
 Attendance register is open for inspection by the Directors attends a particular Meeting by
 Entries in attendance register shall be authenticated by the Company invitation.
Secretary or where there is no Company Secretary by the Chairman by
appending signature to each page. Attendance register may be taken to
 Attendance register shall be preserved for a period of at least 8 financial years any place where a Meeting of the
and thereafter destroyed with the approval of Board. Board or Committee is held.
 Attendance register shall be kept in the Custody of Company Secretary where
there is no Company Secretary the attendance register shall be kept in custody of
any Director authorized by the Board.

4.2 Leave of Absence

 Leave of absence shall be granted to a Director only when a request for such
leave has been received by the Company Secretary or by Chairman.
Secretarial Standard [Section 118(10) of Companies Act, 2013]

Secretarial Details Remarks

Standards

5. Chairman 5.1 Meeting of the Board Company Secretary shall assist Chairman in
conducting meeting
 The Chairman of the Company shall be the Chairman of the Board, if Co.
does not have chairman, directors of Company may elect one of them as If chairman is interested in any item, he shall
Chairman of the Board. with consent of members entrust proceeding
 The Chairman shall conduct the meeting of the Board in respect of that item to any Dis-interested
 If the Chairman is not able to attend meeting then Directors present may Director and shall resume after that
elect of them as Chairman for that meeting, unless otherwise provided in business is transacted
Article.
Chairman shall not be present in the meeting
while such item is transacted
5.2 Meeting of the Committee
 A member of Committee elected by the Board or elected by committee as
Chairman of the Board, shall conduct the meetings of the Committee

6. Passing of 6.1 Authority

Resolution by  The Chairman of Board or in his absence the Managing Director or in his List of items to be placed in Board meeting and
Circulation absence the Whole Time Director or his absence any Director who is not passed by Circulation is annexed.
disinterested shall decide , before draft resolution is circulated to all
Director, whether the approval of the Board for particular business shall be
obtained by means of Resolution by Circulation
 If 1/3 of the total number of Director required for passing resolution are not
available, Chairman shall put the Resolution for consideration at Meeting of
the Board.

6.2 Procedure Draft Resolution should be sent to postal address

 Resolution proposed to be passed , shall be sent in draft along with or email address registered with the Company or
necessary papers to all Directors including interest Director in absence of such detail address mentioned in
individually on the same day DIN.
 Draft shall be circulated either by hand or speed post or email or fax or Proof of Sending and Delivery to be maintained
courier or by other recognized electronic means by the Company
 Each item shall be explained by a note, setting details of proposal, relevant
etc to enable Directors to understand proposal. Not more than 7 days from the date of
 Note shall also indicate how Director shall signify assent or dissent circulation shall be given to Directors to
to Resolution proposed and date by which Director shall respond. respond.
Secretarial Standard [Section 118(10) of Companies Act, 2013]

Secretarial Details Remarks

Standards

6. Passing of 6.3 Approval Each Resolution shall be serially numbered

Resolution by
Circulation  A resolution is passed when approved by majority of Directors entitled to If resolution requires to be approved by special
vote on the Resolution. The Chairman of the Company shall be the majority then It shall be only considered as
Chairman of the Board, if Co. does not have chairman, directors of passed when approved by Special Majority
Company may elect one of them as Chairman of the Board.
An interested Director shall not be entitled to
 Resolution shall be deemed to have been passed on the last date vote
specified for signifying consent/dissent, or on the date on which
assent from more than 2/3 Directors has been received which ever is If approval from majority of Director is not
earlier received by last date specified from receipt,
then the Resolution shall be considered not as
 Directors shall signify their assent or dissent by singing the passed.
Resolution to be passed by circulation or by email or by any other
electronic means
 Director shall append date on which he has signed resolution. In case
Director does not append signature, the date of receipt by the Company of
signed resolution shall be taken as Date of signing.

 Resolution shall be effective from that date if no other effective date is

specified in resolution

6.4 Recording Minutes shall also record that interested Director

shall not vote on the Resolution.
 Resolution passed by circulation shall be noted at the next meeting of
Board with dissent or abstention, if any, shall be recorded in the
Minutes of Meeting.

6. Passing of ,

Resolution by 6.5 Validity

Circulation
 Resolution passed by circulation shall be considered as valid as if passed
at a duly convened Meeting of the Board.
Secretarial Standard [Section 118(10) of Companies Act, 2013]

Secretarial Details Remarks

Standards

7. Minutes 7.1 Maintenance of Minutes

 Every Co. shall keep Minutes of all Board and Committee Meetings in a
Minute Book.
 A distinct Minute Book shall be maintained for meeting of the Board and
each of its Committee.
 Minutes may be maintained in electronic form, Minutes in electronic form
shall be maintained with Timestamp.
 Pages of Minutes shall be consecutively numbered
 Minutes shall not be pasted or attached
 Minutes of Board Meeting, if maintained in loose leaf form shall be
bounded periodically
 Minutes of Board Meeting shall be kept at Registered Office of the
Company or at such place as approved by Board.
7.2 Contents of Minutes
Names of Director shall be listed in
General Contents alphabetical order or in any other logical
 Minutes shall state , at beginning the serial number, type of Meeting, Name manner, but in either case starting with name
of Company, day, date, venue and time of commencement and of person in chair
conclusion of meeting
 Names of Director present both physically or through electronic mode
 Name of Company secretary in attendance
 Name of invitees and capacity in which he attends the meeting and Unless contrary proved, all appointments of
where applicable name of entity such invitee represent. Directors, First Auditors, KMP, Secretarial
 Minutes shall record of all appointment made at the meeting Auditors, Internal Auditors and Cost Auditors
shall be deemed to have been duly approved by
Specific Contents the Board.
List of Specific contents is annexed All appointment made one level below KMP
 Apart from resolution Minutes should also mention brief background of all shall be noted by the Board.
proposals and summaries the deliberation thereof.
7.3 Recording of Minutes
,

CS shall record proceeding of Meetings,

 Minutes shall contain a fair and correct summary of proceedings of where no CS then by person authorized by
Meeting Board or by Chairman
Chairman has discretion to exclude from Minutes
the matter which in his opinion are defamatory,
irrelevant or immaterial to the proceedings.
Secretarial Standard [Section 118(10) of Companies Act, 2013]

Secretarial Details Remarks

Standards

7. Minutes 7.3 Recording of Minutes

,

 Minutes shall be written in clear, concise and plain language. Minutes shall be written in third person and
 Any document , report or notes placed before the Board and referred past tense
to in the Minutes shall be identified by initialing of such documents
by the Company Secretary or Chairman.
 Where any earlier Resolution is superseded or modified, Minutes shall
contain a reference to such earlier resolution.
7.4 Finalisation of Minutes
Draft Minutes shall be circulated by hand or by
 Within 15 days of conclusion of Meeting, draft minutes shall be circulated speed post or by courier or by email or by any
to all members of Board or committee for their comments. other electronic means to all members of the
 Directors shall submit their comments within 7 days from the date of Board for their comments
circulation.
 If comments are received after 7 days it shall be discretion of Chairman to Proof of sending and delivery of draft Minutes
consider that comments shall be maintained by the Company
 A Director who has ceased to be Director after the meeting, shall be
entitled to receive draft Minutes of that meeting and comment thereon.

7.5 Entry in the Minutes Book

,

 Minutes shall be entered in the Minutes Book within thirty days from date
of conclusion of meeting,
 Date of entry of the Minutes in the Minute book shall be recorded by
CS.
 Minutes once entered in the Minutes Book shall not be altered, any
alteration shall be made only by way of express approval of Board at its
subsequent Meeting in which Minutes are sought to be altered.

7.6 Signing and Dating of Minutes

,

 Minutes of the meeting shall be signed and dated by the Chairman of

that meeting or Chairman of the next meeting.
 Chairman shall initial each page and sign the last page and append to
the signature the date on which and the place where he has signed
the Minutes.
 Minutes, once signed shall not be altered. Unless approved by Board,
 A copy of signed minutes certified by the Company Secretary or
where there is no CS by Directors shall be circulated to all Directors
withihn15 days after these are signed.
Secretarial Standard [Section 118(10) of Companies Act, 2013]

Secretarial Details Remarks

Standards

7. Minutes 7.7 Inspection and Extracts of Minutes

,

 Minutes of Meetings of the Board and any Committee can be inspected by Directors
 Extract of the Minutes shall only be given after the Minutes have been entered in
Minutes Book. However certified copy of resolution may be issued even earlier.

8. Preservation  Minutes of all Meetings shall be preserved Permanently in physical or in electronic form
of Minutes and with Timestamp.
other Records  Office copies of Notices, Agenda, Notes on Agenda and other related paper shall be
preserved for as long as they remain current or for 8 financial years, which ever is later
and may be destroyed thereafter with approval of Board.
 Minutes Book shall be kept in custody of Company Secretary or if no Company Secretary
then in custody of Director duly authorized by the Board.

9. Preservation
of Minutes and  Annual Report and Annual Return s shall disclose the number and dates of Meetings
other Records of the Board and Committee held during the financial year indicating the numbers of
meetings attended by each Director.
Secretarial Standard [Section 118(10) of Companies Act, 2013]

Illustrative list of items of business which shall not be passed by circulation and shall be placed before the Board at its Meeting

General Business Items

 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.

Specific Items
 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.

Corporate Actions
 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.
Secretarial Standard [Section 118(10) of Companies Act, 2013]

Specific Contents

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

 Record of presence of Quorum.
 The names of Directors who sought and were granted leave of absence.
 The mode of attendance of every Director whether physically or through Electronic Mode.
 In case of a Director participating through Electronic Mode, his particulars, the location from where and the Agenda items in which he participated.
 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.
 Noting of the Minutes of the preceding Meeting.
 Noting the Minutes of the Meetings of the Committees.
 The text of the Resolution(s) passed by circulation since the last Meeting, including dissent or abstention, if any.
 The fact that an Interested Director was not present during the discussion and did not vote.
 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.
 If any Director has participated only for a part of the Meeting, the Agenda items in which he
 did not participate.
 The fact of the dissent and the name of the Director who dissented from the Resolution or abstained from voting thereon.
 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.
 The time of commencement and conclusion of the Meeting.