Guidance Note on Secretarial Standard 1

Guidance Note on Secretarial Standard 1 (PART-1)

SS-1 (Meetings of the Board of Directors)
Revised on January, 2024 (effective from 1st April, 2024)

Introduction and Scope

This Standard provide a set of principles for convening and conducting meetings of Board of Directors.

This standard is applicable to all the companies incorporated under the Act except one-person company (OPC) and section 8 companies. The exemption to section 8 company and specific exemption to private company available only if there is no default to file annual return to respective ROC. This principle is also applicable on Meetings of the Committees of Board.

Convening a Meeting

Any Director of a company may requisite a meeting any time. The company secretary or any authorize person may convene a Board meeting on behalf of Board.
Every meeting shall have a serial number. Meeting shall be conducted at any day, any date and any place. In notice of the meeting day, date, place and time should be mentioned properly. Meeting shall be conducted in electronic mode and any director can attend meeting through online mode unless not prohibited by any law.
Notice of the meeting shall be given to every director by hand, speed post, registered post or email by any other mode prescribed by the director. Proof of the sending notice shall be maintained by the company not less than 3 years from the date of meeting.
Notice shall be given by Company secretary or by any Director or any authorized person in case there is no Company Secretary. Notice shall include all details about meeting such as day, date, time, venue, mode of participation etc.
If a director wants to attend meeting through online mode, a prior intimation shall be given to chairman or the company secretary to make necessary arrangement on time. The Director may intimate in beginning of the calendar year for the said year. Notice shall contain contact number or email address of Chairman or Company secretary or any other authorized person for any kind of intimation.
The Notice of meeting shall be given even if date is pre decided and it shall be given at least 7days before conducting the meeting or longer period prescribed in Article of association. In case of speed post or registered post 2 additional days shall be added.
Agenda and Notes to Agenda shall be given to the Directors at least 7 days before the meeting or longer time as prescribe in Article.
Notice, Agenda, Notes to Agenda shall be sent to both original Director and additional Director.
Any urgent business or Unpublished price sensitive information such as financial results, dividends, change in capital structure, merger, demerger, acquisition, delisting, disposal and expansion of business changes in KMP or any other information which is likely to affect the price of the securities shall be given at a shorter period of time with consent of Directors including one Independent Director. Consent should be noted in the minutes of the meeting.
Each business requiring approval at the meeting shall be supported by the necessary details. Each business shall be numbered. Any business not included in agenda shall be considered in meeting with the approval of chairman and with the consent of majority of the Directors present in meeting.

Frequency of Meetings

1. Board Meetings:

At least four board meetings shall hold in each calendar year. Gap between two board meeting shall be maximum 120 days.
First board meeting shall hold within 30 days from the incorporation.
Small companies, Dormant companies, private start-up companies, one person companies shall hold one board meeting in each half of calendar year. Gap between two board meetings is not less than 90 days.
In case of adjourned meeting interval period shall be counted from original meeting date.

2. Committee Meetings:

Committee meeting, minimum numbers and frequency shall be as prescribed in related law.

3. Independent Directors Meeting:

Independent Director shall hold at least one meeting in each financial year, without the attendance of Non-Independent directors and members.

Quorum

1. Quorum shall be present throughout the meeting during transacting business also.

2. A Director shall not participate in the business in which he is interested and he is also not counted in quorum for that. In private company he can participate but after disclosure of interest, he shall be counted in quorum for that.

For this purpose, a Director shall be treated as interested in a contractor arrangement entered into or proposed to be entered into by thecompany:

with anybody corporate, if such Director, along with otherDirectors holds more than two percent of the paid-up sharecapital of that body corporate, or he is a promoter, or manageror chief executive officer of that body corporate; or
with a firm or other entity, if such Director is a partner, owner orMember, as the case may be, of that firm or other entity.If the item of business is a related party transaction, then he shall notbe present at the Meeting, whether physically or through Electronic Mode, during discussions and voting on such item.

3. Participation through electronic mode shall be counted in quorum, except it is not restricted for particular business.

4. The quorum for board meetings shall be one-third of the strength of the Board, or two directors, whichever is higher. If there is required quorum is not available in board meeting, then meeting shall be adjourned to the same day of next week, same time and same place. If there is national holiday on same day, then next day will be considered which is not holiday. If there is no quorum available on adjourned meeting, then meeting shall be cancelled.

5. If number of Directors reduced below the quorum then available director can summoning a General Meeting to increase Director.

6. Quorum for committee meeting as per the specified law or by the board applicable.

Attendance of Meetings

Every company shall maintain attendance register of the meetings and if there is loose leafs then it should be bind in every three years. Pages should be numbered.
Attendance register shall contain following information such as serial number, date, place, time of meeting, name of committee in case of committee meeting, name and signature of the Directors present in the meeting, their mode of attending meeting such as physical or electronic. Name and signature of Company secretory.
Attendance register shall be deemed to have signed in case of electronic mode and this should be authenticated by company secretary or chairman of the meeting.
The attendance register shall be maintained at Registered office or other place approved by the board and can be taken to the place where meeting is held. Any Director even ceased director can inspect register for the period of Directorship. A Practicing Company Secretary, Secretarial Auditor, or Statutory Auditor also can inspect register if required.
The attendance register shall be preserved for at least 8 years from the date of last entry and shall be in the custody of Company Secretary. If there is no Company Secretary, it should be kept by any authorized person by the board.
Leave of absence granted to the director only if it is communicated to the Company secretary or the Chairman or to any authorized person. If a director shall not attend all meetings held in 12 months’ period, then office of the said Director shall be deemed vacant.

Guidance Note on Secretarial Standard 1