2. 2
Applicable to all
Companies
Meeting of
Committee also
governed
Exemption to
OPC
Board/Committee Meeting (SS-1)
1. Applicability: All
Companies incorporated
in India
2. Exemption: One Person Company (OPC) in
which there is one Director on the Board.
Kindly note that the OPC having more than
One Director shall require to Comply with
SS-1.
3. Extent of Operation: The SS-1 also applicable to
Meeting of Committee of the Board.
4. Conveying the Meeting:……………............................
4.1 Authority for calling meeting:
4.1.1 Without requisition of the Director: any Director of the Company at any
time
4.1.2 With requisition of the Director: Company Secretary (implied) and in
absence of Company Secretary by any other person authorised by the Board
shall convene Board Meeting subject to condition that they should consult
Chairman of the Board in his absence Managing Director or in his absence
Whole-time Director of the Board unless otherwise provided in Articles of
Association of the Company.
4.2 Adjournment Powers vested to Chairman: Chairman having power to adjourn
Board Meeting at any stage unless dissented to or objected by majority of
Directors present at the meeting.
4.3 Time, Place, Mode and Serial Number of Meeting:
4.3.1 Every Meeting should have a serial number.
4.3.2 A meeting of the Board/Committee or adjourned
thereof shall not be held on national holiday
4.3.3 A meeting of the Board / Committee may be held
anywhere across the globe and may held at any
time. Kindly note that no restriction imposed on
venue and time for conveying or conducting the
meeting.
It should be serial number
Never be on national
holidays
It could be anywhere
across the globe
No time bar for holding
Key Highlights
3. 3
Director may
specify particular
mode of delivery of
Notice & Agenda
Proof of
Sending and
Delivery shall
be
maintained
by the
Company
Notice shall
be Serially
numbered
4.3.4 Meeting through electronic mode:
4.3.4.1 Notice shall clearly specify venue.
4.3.4.2 Restricted agenda for e-participation in Board Meeting:
a. Approval of annual financial statement;
b. Board’s Report;
c. Prospectus;
d. Matter relating to amalgamation, merger, acquisition, takeover etc.
4.3.4.3 Restricted agenda for e-participation in Audit Committee:
a. Approval of annual financial statement
4.4 Notice:
4.4.1 Notice, Agenda and notes on Agenda shall
be given to every Director by hand, or
speed post or registered post or by courier
or e-mail or by any other electronic means.
4.4.2 In absence of / unavailability of address or e-mail
id, than it should be sent to address appearing in
Director Identification Number (DIN) registration
of the Director.
4.4.3 Proof of sending of Notice, Agenda and
notes on Agenda and its delivery shall be
maintained by the company.
4.4.4 Notice shall specify serial number, day,
date, time and full address of the venue of
the meeting.
4.4.5 Notice shall be issued by CS or in his
absence any Director / Person duly
authorised by the Board for the purpose.
4.4.6 Notice, Agenda and notes on Agenda shall be given at least 7(seven) days
before the meeting (unless AOA prescribes the longer period). Additional 2(Two
days) shall be added if notice is served through speed post or registered post
or courier.
4.4.7 Notice of adjourned meeting shall be given to all the directors (whether present
or not in the originally Convened meeting).If date of adjourned meeting is not
decided then notice shall be given not less than 7(seven) days before the
meeting.
4.4.8 Notice, Agenda and notes on Agenda shall be sent to original director even if it
is sent to Alternate director.
4.4.9 Notes on items of business relating to unpublished price sensitive
information may be given at shorter period with consent of majority
director/s (including one Independent director).
4.4.10 Each item of business taken up for meeting shall be
serially numbered.
Director’s Interest shall be
disclose in the Notes to the
Agenda.
4. 4
Quarterly
Yearly
Present throughout the
meeting
Interested Director shall
not be counted
Even quorum not present
at Adjourned meeting
then it stands cancelled
Presence of all members
of the Committee
mandatory for Quorum
5. Frequency of Meetings:…………………………………….
5.1 Meetings of the Board:
5.1.1 Board shall meet at least once in every calendar quarter.
(Maximum interval of one hundred and twenty days between
two consecutive meetings). At least 4 (four) meetings shall be
held in a Calendar year.
5.1.2 First Board meeting shall be held within 30 (Thirty) days of
the incorporation of the company.
5.1.3 One Person Company, small company or Dormant Company
requires holding one meeting in each half of a calendar year
(Gap between two meetings is not less than ninety days).
5.2 Meetings of Committees:
5.2.1 Committees shall meet as often as necessary subject to minimum number and
frequency stipulate by Board or any law or authority.
5.3 Meeting of Independent Directors:
5.3.1 Independent directors shall meet at least once in a calendar year.
5.3.2 Company Secretary shall facilitate conveying and holding of such meeting, if
desired by the Independent directors.
6. Quorum:…………………………………………………………
6.1 Quorum shall be present throughout the meeting including
commencement of meeting and also while transacting
business.
6.2 Director shall not be counted in quorum in the item of
business in which he/ she is interested.
6.3 Meetings of the Board:
6.3.1 Quorum of Board meeting shall be one third of total
strength of the board, or 2(Two) directors, whichever is
higher.
6.3.2 If meeting could not be held for the want of quorum, then,
unless otherwise provided in the Articles, the meeting shall
be adjourned to the same day in the next week, at same
time and place.
6.3.3 If there is no quorum at the adjourned meeting also, the
meeting shall stand cancelled.
6.4 Meetings of Committees:
6.4.1 Presence of all the committee members is necessary to form
the quorum unless otherwise stipulated in the Act or any
other law or the Articles or by the Board.
7. Attendance at meetings:…………………………………
7.1 Attendance registers:
7.1.1 Separate attendance registers shall be
maintained for Board and Committee
Meetings.
7.1.2 Pages of attendance registers shall have
serial number.
7.1.3 The Chairman shall confirm attendance of
the Director/s who is/are participating
through electronic mode.
1
4
2or1/3 ^
Separate attendance Register
for Board and Committee
meetings
Pages shall be serially
numbered
It may be maintained in loose-
leaf
5. 5
7.1.4 Maintained at:
Attendance register shall be maintained at
the Registered Office of the company or
any place approved by the Board.
7.1.5 Inspection:
Attendance register can be inspected by the
directors, Company Secretary in practice,
Secretarial Auditor or the Statutory Auditor.
A member of the company is not entitled to
inspect attendance register.
7.1.6 Authentication:
Entries in the attendance register shall be
authenticated by the Company Secretary or
Chairman (where there is no Company
Secretary).
7.1.7 Preservation:
Attendance register shall be preserved for a
period of eight financial years (may be
destroyed thereafter with the approval of the
Board).
7.1.8 Custody:
Attendance Register shall be in the custody of Company Secretary, if any,
otherwise with Director authorised by the Board.
7.2 Leave of absence:
7.2.1 Request for Leave of absence must be communicated to Company Secretary, if
any, or Chairman. The office of Director shall become vacant if director do not
attend any of the board meeting held during the period of twelve months or
without seeking leave of absence of the Board.
8. Chairman:……………………………
8.1 Meetings of the Board:
8.1.1 The Chairman of the company shall be
Chairman of the Board (if there is no Chairman
then Directors may elect one among themselves
to act as a Chairman).
8.2 Meetings of Committees:
8.2.1 A member of Committee appointed either by
the Board or elected by the Committee shall
act as a Chairman of the Committee.
9. Passing of Resolution by Circulation:…………………
Business that requires urgent decisions can be approved by means of
resolutions passed by circulation. It shall have equal authority as of a duly
convened meeting of the Board.
9.1 Authority:
9.1.1 The Chairman or in his absence, the Managing Director or in his absence,
Whole time Director and where there is none, any Director (except Interested
If the Chairman interested
in any of the transaction
taken-up during the
meeting, he should left the
meeting till the discussion
on transaction completed
by remaining directors
then after resume the
meeting and take the
chair.
6. 6
Director), shall decide whether the approval of the Board shall be obtained by
means of Resolution by circulation.
9.1.2 Where one-third of the total number of directors requires that the resolution
shall be passed at a meeting, the Chairman shall put such resolution for
consideration at a Board meeting.
9.2 Procedure:
9.2.1 A draft copy of the resolution to be passed by way of circulation shall be sent
along with necessary document to all the Directors (including Interested
Directors) on the same day by hand delivery or speed post or registered post or
courier or by e-mail(any other recognised electronic means).
9.2.2 Proof of sending and delivery thereof shall be maintained by the company.
9.2.3 Each business shall be explained by way of note. Even a note shall indicate
the way to director to signify their assent or dissent and the date by which
director shall respond.
9.2.4 Each resolution shall be separately explained and decision for each resolution
shall be sought separately.
9.2.5 At most 7(seven) days from the date of circulation of
the draft of the resolution shall be given to the
directors to respond.
9.3 Approval:
9.3.1 The resolution must be passed when it is approved by majority of the directors
entitled to vote.
9.3.2 Every resolution should be serially numbered.
9.3.3 An Interested director shall not be entitled to vote.
9.3.4 The date of passing of resolution shall be deemed to be the last date signifying
assent or dissent by the director 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.
9.3.5 Director shall append the date while signing the resolution. In absence of such
date, the date of receipt of signed resolution shall be considered as date of
signing.
9.3.6 In case the Director does not respond on or before the last date specified for
signifying assent or dissent, it shall be presumed that the Director has
abstained from voting.
9.4 Recording:
9.4.1 The note of passing the resolution by circulation must be taken at the next
Board meeting.
9.4.2 The dissent and abstention shall be recorded in the minutes.
9.5 Validity:
9.5.1 Resolution passed by way of circulation shall be considered valid as if it had
been passed at a duly convened Board meeting.
10. Minutes:…………………………………………………………
Every company shall keep minutes of all the Board and committee meetings in
a minute book.
10.1 Maintenance of Minutes:
10.1.1 A separate minutes book shall be maintained
for Board meetings and the Committees
framed by the Board.
10.1.2 Minutes in physical or in electronic form
shall be maintained with the timestamp.
Assent or Dissent
communicated within 7 days
Minutes in
electronic form
allowed, but, it
should be
maintained with
timestamp
7. 7
Time of Commencement and
conclusion of meeting shall be
disclosed in the minutes
In case of adjourned meeting, two
separate minutes to be prepare,
one for Original and another for
adjourned.
Name of Invitees shall be write in
the minutes
The name of the Directors shall be
listed in alphabetical order or any
other logical manner, but in either
case starting with the name of the
Chairman.
10.1.3 Pages of Minutes book shall be serially numbered and if any page is left blank,
it shall be scored out and initialled by the Chairman who signs the minutes.
10.1.4 Minutes shall not be pasted or attached to the Minutes book or tampered with
in any manner.
10.1.5 Minutes shall be kept at Registered Office or other place as approved by the
Board.
10.2 Contents of Minutes:
10.2.1 Minutes shall state serial number and type of meeting, name of the company,
day, date, venue and time of commencement and conclusion of the meeting.
10.2.2 If meeting is adjourned, minutes of both original and adjourned meeting shall
be entered.
10.2.3 The name of the Directors shall be listed in alphabetical order or any other
logical manner, but in either case starting with the name of the Chairman.
10.2.4 Apart from resolution or decision, minutes shall also contain brief
backgrounds of all the proposals.
10.3 Recording of Minutes:
10.3.1 The Company Secretary shall record the proceedings of the meetings. If there
is no Company Secretary any person authorised by the Board or Chairman
shall record the proceedings.
10.3.2 Minutes shall be written in third person and past tense; however resolution
shall be in present tense.
10.4 Finalisation of Minutes:
10.4.1 Draft minutes shall be circulated within 15 (Fifteen) days from the date of
conclusion of the meeting of the Board or the Committee by way of hand
delivery or speed post or registered post or courier or by e-mail.
10.4.2 Proof of sending draft minutes and its delivery shall be maintained by the
company.
10.4.3 The Directors (whether present or not during the meeting) shall communicate
their comments in writing on the draft minutes within 7 (seven) days.
10.4.4 The minutes shall be finalised and entered in the Minutes book within 30
(thirty) days.
Minutes shall be
written in third
person and past
tense; however
resolution shall be in
present tense
8. 8
10.5 Entry in the Minutes book:
10.5.1 Minutes shall be entered within 30 (thirty) days from the date of conclusion of
the meeting.
10.5.2 Any entry in the minutes book shall not be altered; however if required, it can
be altered only by way of express approval of the Board at its subsequent
meeting.
10.6 Signing and Dating of Minutes:
10.6.1 Minutes shall be signed and dated by the Chairman of the meeting or by the
Chairman of the next meeting.
10.6.2 The Chairman shall initial each page and sign the last page and append there
to the date and place of signing minutes.
10.6.3 A copy of signed minutes certified by the Company Secretary or by authorised
Director, if there is no Company Secretary, shall be circulated to all the
Directors within 15 (Fifteen) days after these are signed.
10.7 Inspection and Extracts of Minutes:
10.7.1 A director is entitled to inspect the minutes
of a meeting held before his Directorship.
10.7.2 A director is entitled to inspect the minutes
of a meeting held even after he ceases to be
a Director.
10.7.3 Extracts of the minutes shall be given only
after the minutes have been duly entered
in the Minutes book; however certified copy
of any resolution may be issued even
earlier.
10.8 Preservation of minutes and other record:
10.8.1 Minutes of all the meetings shall be preserved permanently in physical or in
electronic form with Timestamp.
10.8.2 Office copy of notice, agenda , notes on agenda and other related paper shall
be preserved for as long as they remain current or for 8 (eight) financial years
(whichever is later). It may be destroyed with the approval of the Board
thereafter (and permission of Central Government where it is applicable).
11. Disclosure:……………………………………………………..
The Annual Report and Return of a company shall disclose the number and
dates of the Board and Committees meetings held during the financial year.
A director is entitled
to inspect the
minutes of a meeting
held before his
Directorship.
A director is entitled to
inspect the minutes of
a meeting held even
after he ceases to be a
Director.