Secretarial Standard-1 on Board Meetings Simplified (SS-1)

1. SECRETARIALSTANDARD-1ONBOARDMEETINGS SIMPLIFIED(SS-1) AUTHOR:VAIBHAVPASRIJA https://taxguru.in/company-law/secretarial-standard1-board-meetings-simplified-ss-1.html SecretarialStandard-1 As the Provisions of Company Law are becoming more stringent and the ROCs have increased their vigil, it is very important to comply with Secretarial Standards in the proceedings of the meeting and in matters incidental thereto. Secretarial Standards-1 act as guide to conduct the Board Meeting as per the provisions of Company Act,2013.Hereinthisarticle,AuthorhavetriedtosimplifytheprovisionsofSecretarialStandard-1tothe extentpossible. Applicability: ApplicabletoallCompaniesexceptOPCandSection8Companies. Conveningameeting: Any director of a company may at any time summon a meeting of the Board, and the CS or in his absence any person authorised by the board in this behalf, shall convene a Board Meeting in consultation with Chairman,orinhisabsenceManagingDirector(MD),orinhisabsence WholeTimeDirector(WTD). Chairmanmayadjournthemeetingforanyreasonatanystageofthemeeting,exceptinthecaseofa meeting where quorum is present and the adjournment is objected by the majority of directors present at themeeting. Day,Time,Mode,Place,Serialnumberofmeeting: EveryBoardMeetingshallhaveaserialnumber. BoardMeetingmaybeconvenedatanytimeandplaceonanyday. BoardMeeting(BM)maybeheldattheRegisteredofficeoftheCompanyoratanyotherplace.BMif conductedthroughElectronicmode,shallbedeemedtobeheldattheRegisteredofficeofthecompany. Adirectormayparticipateinthemeetingthroughelectronicmode.Howevertherearecertainexceptions to it which means that for dealing with the following items of business directors cannot participate through electronic mode: (a) approval of the annual financial statement, Board’s report, prospectus and matters relatingto amalgamation, merger,demerger, acquisition andtakeover. In the wake of Covid-19 pandemic, Central Government has given exemption for dealing with the above specifiedmatters though e-mode as well. Similarly, participation in the discussion through Electronic Mode shall not be allowed in Meetings of the Audit Committee for consideration of annual financial statement including consolidated financial statement, if any, to beapproved by the Board.

2. Notice: Notice of every BM shall be given to all the directors by hand or by speed post or by registered post or by facsimile or by e-mail at the postal or email address registered with company. If no such details are available then notice shall be sent at that address which is appearing in the DIN registration of the director. If the director has specified any specific mode of delivery of notice, then notice shall be delivered to him through that mode. However if meeting is called at shorter notice than company may give notice through anymode as it deems fit. Proofofdeliveryshallbemaintainedbythecompanyforatleast3years. NoticeshallbeissuedbyCSorinhisabsencebyanydirectororpersonauthorisedbytheboard. Noticeofthe meetingshall clearlystate thedate,place, timeand venueof meeting. Noticeshallspecifyallthedetailsrelatedtoelectronicparticipation,ifallowed.Anydirectorintendingto participate in the meeting through e-mode, shall intimate the Chairman or CS sufficiently in advance. Director may give such intimation at the beginning of the calendar year, which shall be valid for that Calendar year. In the absence of any advance communication as above, it shall be assumed that he shall attendthe meeting physically. Noticeshallcontainthecontactnumberore-mailaddressoftheChairmanortheCompanySecretaryor anyotherpersonauthorisedinthisbehalf. Evenifthemeetingsareheldonpre-determineddates,noticeshallbegiven. NoticeoftheMeetingshallbegivenatleast7daysbeforethedateoftheMeeting.Articlesmayprescribe alongertime.Ifcompanysendsthenoticebyspeedpostorbyregisteredpost,additionaltwodaysshallbe addedfor the service of Notice. NoticeofanadjournedMeetingshallbegiventoallDirectorsincludingthosewhodidnotattendthe original meeting. If the date of adjourned meeting is not decided at the original meeting, notice of 7 days shallbe given for such adjournedmeeting. TheAgenda,settingoutthebusinesstobetransactedatthemeeting,andNotesonAgendashallalsobe attachedwiththenotice. The Notice, Agenda and Notes on Agenda shall be sent to the Original Director also at the address registeredwith thecompany, even ifthese havebeen sent tothe AlternateDirector. NotesonitemsofbusinesswhichareinthenatureofUnpublishedPriceSensitiveInformationmaybe givenatashorterperiodoftimethanstatedabove,withtheconsentofamajorityoftheDirectors,which shall include atleast one Independent Director, if any, and consent of the board for this may be taken in the first Meeting of the Board held in each financial year and also whenever there is any change in Directors. WhereapprovalbymeansofaResolutionisrequired,thedraftofsuchresolutionshallbeeithersetoutin thenote or placed at the Meeting AnyitemnotincludedintheAgendamaybetakenupforconsiderationwiththepermissionofthe Chairman and with the consent of a majority of the Directors present in the meeting. The decision taken in respect of such item shall be final only after it is approved by the majority of directors of the company at themeeting or itis ratified by themajority of directorsof the company. Heretheexpression“majorityofdirectorsofthecompanyatthemeeting”isused,andnot“majorityof directorspresent at the meeting”. To transact urgent businesses, BM may be called at a shorter notice if at least one Independent Director, if any, is present at such meeting. If no Independent Director is present, decisions taken at such a Meeting shall be circulated to all the Directors and shall be final only on ratification thereof by at least one Independent Director. If the company does not have an Independent Director, the decisions shall be final onlyon ratification thereofby a majorityof the Directorsof the company. ThefactthattheMeetingisbeingheldatashorterNoticeshallbestatedinthenotice.

3. FrequencyofMeetings: AtleastfourBoardMeetings,shouldbeheldinacalendaryear,withmaximumgapof120daysbetween twoconsecutive meetings. AcompanyshallholditsFirstBoardmeetingwithin30daysofincorporation. OPC,SmallCompanies,DormantCompaniesshallholdatleast1meetingineachhalfofthecalendaryear andthe gap betweentwo consecutive meetingsshall not beless than 90days. AnadjournedMeetingbeingacontinuationoftheoriginalMeeting,theintervalperiodinsuchacase, shallbecountedfromthedateoftheoriginalMeeting. MeetingsofIndependentDirectors: IndependentDirectorsshallmeetatleastonceinaCalendarYear. AgendaofmeetingofIndependentDirectorsshallinclude:(a)toreviewtheperformanceofNon- Independent (b) Directors and the Board as a whole (c) to review the performance of the Chairman (d) to assess the quality, quantity and timeliness of flow of information between the company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties. Quorum: ShallbepresentthroughouttheMeeting. Interested Director shall neither be entitled to participate nor be reckoned for the purpose of quorum in respectof an item ofbusiness in which he isinterested. If theitemofbusinessisarelatedpartytransaction,thensuchdirector,shallnotbepresentattheMeeting, duringdiscussionsandvotingonsuchitem. Directors participating through Electronic Mode in a Meeting shall be counted for the purpose of Quorum unlessspecifically excluded. TheQuorumshallbeone-thirdofthetotalstrengthoftheBoard,ortwoDirectors,whicheverishigher. Any fraction contained in the above one-third shall be rounded off to the next one. Article may provide for higherquorum. IfthenumberofInterestedDirectorsexceedsorisequaltotwo-thirdsofthetotalstrength,theremaining DirectorspresentattheMeeting,beingnotlessthantwo,shallbetheQuorumduringsuchitem. If a Meeting of the Board could not be held for want of Quorum, the Meeting shall automatically stand adjournedtothesamedayinthenextweek,atthesametimeandplaceor,ifthatdayisaNational Holiday, to the next succeeding day which is not a National Holiday, at the same time and place. If there is noQuorum atthe adjourned Meetingalso, the Meetingshall stand cancelled. IfthenumberoftotalDirectorsisreducedbelowtheQuorumfixedbytheActforaMeetingoftheBoard, the continuing Directors may call board meeting for the purpose of increasing the number of Directors to thatfixedfortheQuorum orforcallingthegeneral meetingofthecompany, andfornootherpurpose. Attendanceatmeetings: EverycompanyshallmaintainattendanceregisterforthemeetingsoftheBoardandMeetingsofthe Committee. pagesoftheattendanceregistershallbeseriallynumbered Ifanattendanceregisterismaintainedinloose-leafform,itshallbeboundperiodically,atleastoncein everythree years

4. The attendance register shall contain the following particulars: serial number and date of the Meeting, place & time of the Meeting; names and signatures of the Directors, the CS and also of persons attending theMeeting by invitation. Theattendanceregistershallbedeemedtohavebeensignedbythedirectorsparticipatingthrough ElectronicMode,iftheirattendanceisrecordedintheattendanceregisterandauthenticatedbytheCSor inhis absence bychairman or anyother director present atthe meeting. AttendanceregistershallbemaintainedattheRegisteredOfficeofthecompanyorsuchotherplaceas maybeapprovedbytheBoard. Attendance register is open for inspection by the Directors, CS, and Secretarial Auditor. Even after a person ceases to be a Director, he shall be entitled to inspect the attendance register of the Meetings held duringthe period of his Directorship. AMemberofthecompanyisnotentitledtoinspecttheattendanceregister. Attendanceregistershallbepreservedforaperiodofatleasteightfinancialyearsfromthedateoflast entrymade thereinand may bedestroyed thereafterwith the approvalof theBoard. AttendanceregistershallbeinthecustodyoftheCS,orinhisabsenceinthecustodyofanyotherperson authorisedbytheBoard. LeaveofabsenceshallbegrantedtoaDirectoronlywhenarequestforsuchleavehasbeencommunicated tothe CS orto the Chairmanor to anyother person authorised bythe Board TheofficeofaDirectorshallbecomevacantincasetheDirectorabsentshimselffromalltheMeetingsof the Board held during a period of twelve months with or without seeking leave of absence of the Board. Heretheperiod of12 monthsshall becounted fromthedate of1stmeetingin whichhe wasabsent. Forexample,IfMr.AwaspresentintheBoardmeetingheldon10/05/2021andthenextboardmeetingwas held on 25/05/2021, then the said period of 12 months shall begin from 25/05/2021 and if he fails to attend any meeting of the company held between 25/05/2021 to 24/05/2022 (i.e. 12 months) then his office shall become vacant. Chairman: The Chairman of the company shall be the Chairman of the Board. If the company does not have a Chairman,the Directorsmay electone of themselvesto bethe Chairmanof the Board. TheChairmanoftheBoardshallconducttheMeetingsoftheBoard.IfnosuchChairmaniselectedorif the Chairman is unable to attend the Meeting, the Directors present at the Meeting shall elect one of themselvesto chair. IftheChairmanisinterestedinanitemofbusiness,heshallentrusttheconductoftheproceedingsin respect of such item to any Non-Interested Director with the consent of the majority of Directors present and resume the chair after that item of business has been transacted. However, in case of a private company, the Chairman may continue to chair and participate in the Meeting after disclosure of his interest. Iftheitemofbusinessisarelatedpartytransaction,theChairmanshallnotbepresentattheMeeting, whetherphysicallyorthroughElectronicMode,duringdiscussionsandvotingonsuchitem. Incaseof anequality ofvotes,the Chairmanshall haveasecond orcasting vote. PassingofResolutionby Circulation: Business that requires urgent decisions can be approved by means of Resolutions passed by circulation. Resolutions passed by circulation are deemed to be passed at a duly convened Meeting of the Board and haveequal authority.

5. Where atleast one-third of the total number of Directors for the time being require the Resolution under circulationtobedecidedataMeeting,theChairmanshallputtheResolutionforconsiderationata Meeting of the Board. Interested Directors shall not be excluded for the purpose of determining the above one-thirdof the total number ofDirectors AResolutionproposedtobepassedbycirculationshallbesentindraft,togetherwiththenecessarypapers and the notes explaining all the details related to the proposal, to all the Directors including Interested Directors on the same day, by hand, or by speed post or by registered post or by courier, or by e-mail or by any other electronic means. Here courier is allowed but in the case of notice of normal Board Meeting, courieris not allowed. Maximum7daysfromthedateofcirculation,shallbegiventodirectorstoprovidetheiropiniononthe resolution circulated. (Additional 2 days shall be given if resolution is circulated through speed post, registeredpost or courier) ResolutionispassedwhenitisapprovedbyamajorityoftheDirectorsentitledtovoteontheResolution, except where atleast one-third of the total number of Directors for the time being require the Resolution undercirculation to be decided ata Meeting. InterestedDirectorshallnotbeentitledtovote. TheResolution,ifpassed,shallbedeemedtohavebeenpassedontheearlierof: thelastdatespecifiedforsignifyingassentordissentbytheDirectorsor, the date on which assent has been received from the required majority, provided that on that date the number of Directors, who have not yet responded on the resolution under circulation, along with the Directors who have expressed their desire that the resolution under circulation be decided at a Meetingof theBoard, shallnot beone thirdor moreof thetotal numberof Directors. For example: If there are total 9 directors in a company, last date for specifying Assent or dissent on the resolutioncirculatedis05/06/2022andthecompanyhasreceivedtheassentof7directors(majority)on 03/06/2022,thenthedateonwhichtheresolutionshallbedeemedtobepassedshallbe03/06/2022.However,if till 03/06/2022 the company has received the assent of 5 directors, 2 directors have requested to pass the resolution in the board meeting and the remaining 2 directors have not yet responded, although the company has received the assent of majority of directors (i.e. 5) till 03/06/2022 but still the resolution shall not be deemed to be passed because the total number of directors who have requested to pass the resolution in the board meeting along with the directors who have not yet responded is 4 which is equals to or more than 1/3rdof the total numberof directors(i.e. 3). DirectorsshallsignifytheirassentordissentbysigningtheResolutiontobepassedbycirculationorbye- mailor any other electronic means. DirectorsshallappendthedateonwhichtheyhavesignedtheResolution.IncaseaDirectordoesnot appendadate,thedateofreceiptbythecompanyofthesignedResolutionshallbetakenasthedateof signing. IncasetheDirectordoesnotrespondonorbeforethelastdatespecifiedforsignifyingassentordissent,it shallbepresumedthattheDirectorhasabstainedfromvoting IftheapprovalofthemajorityofDirectorsentitledtovoteisnotreceivedbythelastdatespecifiedfor receiptof such approval,the Resolution shallbe considered asnot passed. ResolutionspassedbycirculationshallbenotedatasubsequentMeetingoftheBoardandthetextthereof withdissentorabstention,ifany,shallberecordedintheMinutesofsuchMeeting. Resolution passed by circulation shall be deemed to be passed at the board meeting, but the requirement of meetingat thespecified intervalshall stillbe applicable (i.e.4 timesin acalendar year).

6. Minutes: EverycompanyshallkeepMinutesofallBoardandCommitteeMeetingsinaMinutesBook. AdistinctMinutesBookshallbemaintainedforMeetingsoftheBoardandeachofitsCommittees. Minutesmay be maintainedin electronic formwith Timestamp. PagesoftheMinutesBooksshallbeconsecutivelynumbered. AcompanyshallfollowaconsistentformofmaintainingtheMinutes.Anydeviationinsuchformof maintenanceshall be authorised by theBoard. MinutesshallnotbepastedorattachedtotheMinutesBook,ortamperedwithinanymanner. MinutesBooksshallbekeptattheRegisteredOfficeofthecompanyoratsuchotherplaceasmaybe approvedby the Board. Minutesshallstate,atthebeginningtheserialnumberandtypeoftheMeeting,nameofthecompany,day, date, venue and time of commencement and conclusion of the Meeting names of the Directors present physically or through E-Mode, the CS who is in attendance at the Meeting and Invitees, if any, In respect of a Meeting adjourned for want of Quorum, a statement to that effect by the Chairman or in his absence, byanyotherDirector presentatthe Meeting,anda recordofall appointmentsmadeatthe Meeting. ThelistofdirectorspresentshallstartwiththenameofChairman. Where a Resolution was passed pursuant to the Chairman of the Meeting exercising his second or casting vote,the Minutes shall record suchfact. CSorinhisabsenceanauthorizedpersonshallrecordtheproceedingsoftheMeetings. The Chairman has absolute discretion to exclude from the Minutes, matters which in his opinion are or could reasonably be regarded as defamatory of any person, irrelevant or immaterial to the proceedings or whichare detrimental to theinterests of the company. Minutesshallbewritteninthirdpersonandpasttense.Resolutionsshallhoweverbewritteninpresent tense. MinutesoftheprecedingBoardorCommitteeMeetingshallbenotedataMeetingoftheBoardheld immediatelyfollowing thedate of entryof such Minutesin the MinutesBook. thedraftMinutesthereofshallbecirculatedbyhandorbyspeedpostorbyregisteredpostorbycourieror by e-mail or by any specific means prescribed by director, to all the members (whether present at the meeting or not) of the Board or the Committee, as on the date of the Meeting, for their comments, within 15days from the dateof the conclusion of theMeeting. TheDirectors, whether present atthe Meeting or not, shallcommunicate their comments, if any,in writing onthedraftMinuteswithin7daysfromthedateofcirculationthereof,sothattheMinutesarefinalised andentered in the Minutes Bookwithin 30 days. Ifany Director communicates hiscomments after the expiryof the said periodof seven days, the Chairman,ifsoauthorisedbytheBoard,shallhavethediscretiontoconsidersuchcomments. In the event a Director does not comment on the draft Minutes, the draft Minutes shall be deemed to have beenapproved by such Director ADirector,whoceasestobeaDirectorafteraMeetingoftheBoardisentitledtoreceivethedraft MinutesofthatparticularMeetingandtooffercommentsthereon,irrespectiveofwhetherheattended suchMeeting or not. MinutesshallbeenteredintheMinutesBookwithinthirtydaysfromthedateofconclusionofthe Meeting/adjournedmeeting. Minutes, once entered in the Minutes Book, shall not be altered except by way of approval of the Board at its subsequent Meeting at which the Minutes are noted by the Board and the fact of such alteration shall be recordedin the Minutes ofsuch subsequent Meeting. MinutesofthepreviousMeetingmaybesignedeitherbytheChairmanofsuchMeetingorbythe ChairmanofthenextMeeting.

7. Within 15 days of signing of the Minutes, a copy of the said signed Minutes, certified by the CS or in his absence by any authorised Director, shall be circulated to all the Directors, as on the date of the Meeting andappointed thereafter. Draftminutesshallbecirculatedtoonlythosedirectorswhoweredirectorsasonthedateofmeetingbut finalsigned minutes shall alsobe given to new directors. ADirectorisentitledtoinspecttheMinutesofaMeetingheldbeforetheperiodofhisDirectorship,even afterhe ceases to be a director. MemberofthecompanyisnotentitledtoinspecttheMinutesofMeetingsoftheBoard. MinutesofallMeetingsshallbepreservedpermanently. Where a company has been merged or amalgamated with another company, Minutes of all Meetings of the transferorcompany shallbe preserved permanentlyby the transfereecompany. OfficecopiesofNotices,Agenda,NotesonAgendaandotherrelatedpapersofthetransferorcompany shallbepreservedforaslongastheyremaincurrentorforeightfinancialyears,whicheverislater. MinutesBooks shall be inthe custody of theCS. Disclosures: TheReportoftheBoardofDirectorsshallincludeastatementoncompliancesofapplicableSecretarial Standards DefinitionofInterestedDirector: ADirectorshallbetreatedasinterestedinacontractorarrangemententeredintoorproposedtobeenteredinto bythe company:- with any body corporate, if such Director, along with other Directors holds more than two percent of the paid-up share capital of that body corporate, or he is a promoter, or manager or chief executive officer ofthat body corporate; or with a firm or other entity, if such Director is a partner, owner or Member, as the case may be, of that firmor other entity.