Ministry of Corporate Affairs has notified two relevant Secretarial Standards (i.e SS-1, SS-2) on April 23rd, 2015. Both the Standards have come into effect from July 1st, 2015.
As per section 118(10) of the Companies Act, 2013 hereinafter called the “Act”every Company shall observe Secretarial Standards specified by the ICSI with respect to General and the Board Meetings.
Secretarial Standard -1 on “Meeting of the Board of Directors”
Secretarial Standard -2 on “GenaralMeetings”
vSecretarial Standard-1 on “Meetings of the Board of Directors”,is issued by the Council of the ICSI and approved by the Central Government.
SS-1 is applicable on all the Companies incorporated under the Act, except One Person Company (OPC).
v The Principles of this Standard for Meeting
v Secretarial Standard-2 on “General Meetings”is issued by the Council of the ICSI and approved by the Central Government.
v SS-2 is applicable to all types of General Meetings of all Companies incorporated under the Act, except One Person Company (OPC) and class or classes of Companies which are exempted by the Central Government through notification.
vThe Principles of this Standard for General Meetings of members are also applicable to Debenture-holders or Creditors of a Company under the directions of the Court or the Company Law Board (CLB) or the National Company Law Tribunal (NCLT) or other prescribed Authority.
Secretarial Standard -1 on “Meetings of the Board of Directors”
Who Can summon a BM?
Only a director is authorized to summon a BM. He can call such a meeting, at any time.
Convening a BM
The Company Secretary or where there is no Company Secretary, then any person authorized by the Board in this behalf, on the requisition of a Director, shall convene a Meeting of the Board, in consultation with the Chairman or in his absence, the Managing Director or in his absence, the Whole-time Director, where there is any, unless otherwise provided in the Article.
Board Meeting : Notice and other Considerations
Time, Day and Place of Meeting:– A Meeting or an adjourned Meeting may be convened at any time, at any place(Whether in India or outside, whether at registered office or not), on any day excluding a national holiday.
Frequency of Meetings:- Following points needs to be taken care of:
1. One Meeting in every quarter of calendar year.
2. Four Meetings in every calendar year.
3. Maximum Gap of 120days between two consecutive meetings.
However, in the case of Small company, dormant company or one person company, it shall be sufficient if they hold, one meeting in each half of calendar year such that, at least 90 days gap is there between these two meetings.
Notice to be issued for every Meeting:- Notice of a Meeting shall be given, even if the Meeting is held on pre-determined dates or at pre-determined intervals.
To Whom Notice is to be Given:-To Every Director of the Company.
By whom Notice is to be Given:- The Notice, Agenda and Notes on Agenda shall be issued by the Company Secretary or where wherethere is no Company Secretary, by any director or any other person authorized by the Board
Where the notice shall be sent:- At the postal/e-mail address registered by the director with the company
Mode of Communication:-Through any of these means namely by hand, speedpost, registered post, courier, facsimile,e-mail or by any other electronic means.
Period of Notice:- Generally At least 7 days clear notice is required, however a meeting may be called at shorter notice to transact urgent business. However, the fact that meeting is being held at a shorter notice shall be stated in the notice.
Contents of Notice:-The Notice shall specify the serial no.,day, date, time and full address of the venue of the Meeting.
Participation through Electronic Mode:-Any director may participate through electronic mode in a Meeting, if option is given by the company. However on following items, the discussion shall not be done in Electronic Mode:
Mandatory requirements if participation through electronic mode is being made available:-The notice shall seek advance confirmation from the directors as to whether they will participate through electronic mode in the meeting.
The notice shall contain the contact number or email address(es) of the Chairman or the Company Secretary or any other person authorized by the Board, to whom the director shall confirm in this regard. In the absence of any confirmation or communication from the director, it shall be assumed that he will attend the Meeting physically.
v The Quorum for a meeting of the board shall be 1/3rd of the total strength of the board, or two directors, whichever is higher.
v Quorum is required to be present throughout the Meeting. It shall be present not only at the time of commencement of the meeting but also while transacting business.
v A director shall not be reckoned for Quorum in respect of an item in which he is interested.
Attendance at Meetings:-
v Every Company shall maintain separate attendance registers for the Meetings of the Board and Meetings of the Committee.
v Attendance Register shall contain the following particulars:-
v Every Director, Company Secretary and every Invitee who attends a Meeting shall sign the attendance register at that Meeting.
v Attendance register shall be maintained at the registered office of the Company or such other place as approved by the Board.
v All the entries in the attendance register shall be authenticated by the Company Secretary or where there is no company secretary, by the Chairman by appending his signature to each page.
v The Attendance Register should be preserved for a period of at least 8 financial years in the custody of Company Secretary and where there is no Company Secretary, then in the custody of any Director authorized by the Board for this purpose.
v The Chairman of the company shall be the chairman of the board, and he shall conduct the meeting of the Board. If no Chairman has been elected or he is unable to attend the Meeting,then the Directors shall elect one of themselves to chair and conduct the Meeting, unless otherwise provided in the Articles.
v The Chairman with the assistance of Company Secretary has to check that the Meeting is duly convened and constituted in accordance with the Act, applicable guidelines, Rules and Regulations before proceeding to transact business.
v If the Chairman is interested in any item of business, he shall entrust the conduct of the proceedings in respect of such item to any Dis-interested Director and resume the chair after that item of business has been transacted.
v Unless otherwise provided in the Articles, in case of equality of votes, the chairman shall have a second or casting vote.
Passing of Resolution by Circulation:-
vThe draft of the resolution to be passed and the necessary papers shall be circulated amongst the directors either by hand or courier or post or email or any other recognised electronic means, at the postal address or email address registered by the Director with the Company.However in the absence of such details, at any of the address appearing in the Director Identification Number.
v The Resolution is passed when it is approved by a majority of the Directors. However, if not less than 1/3rd of the total numbers of Directors for the time being require the Resolution under circulation to be decided at a Meeting, the chairman shall put the same for consideration at a meeting only.
v The Resolution passed by circulation , shall be noted at the next meeting of the Board.
v Every Company shall keep Minutes of all Board and Committee Meetings in a Minutes Book.
v A Company may maintain its Minutes in physical form or an electronic form with Timestamp.
v A distinct Minutes Book shall be maintained for Meetings of the Board and for each of its Committee. Thepages of the Minutes books shall be consecutively numbered.
v Minutes of the the Board Meeting shall be kept at the Registered Office of the Company or such other place approved by the Board.
v Entry in the MinutesBook in respect of the original Meeting as well as the adjourned Meeting shall be made within 30 days from the date of the respective Meetings.
v Minutes shall be signed by the Chairman and copy of the Signed Minutes certified by the Company Secretary or where there is no Company Secretary, by any director authorizedby the Board shall be circulated to all the Directors within 15 days after these are signed.
v The Directors, the Company Secretary in Practice appointed by the Company,the Secretarial Auditor, the Statutory Auditor, the Cost Auditor or the Internal Auditor of the Company can inspect the Minutes. A Member of the Company has no right to inspect the Minutes of the Meetings of the Board.
v Minutes shall be kept in the custody of the Company Secretary and if there is no Company Secretary, the same shall be kept in the custody of any Director duly authorized for the purpose by the Board.
v Minutes of all Meetings shall be preserved permanently in physical or in electronic form with Timestamp.
Contents of Minutes :-
v Minutes shall state, at the beginning the serial number and type of Meeting, name of Cpmapny, day, date, time of commencement and conclusion of the Meeting.
v Record of election, if any, of the chairman of the Meeting.
v Record of presence of Quorum.
v Noting of the Minutes of the preceding Meeting.
vResolutions passed at the Meeting
Disclosure by Company in Annual Report and in Annual Return:-
The Annual Report and Annual Return of a company shall disclose the number and dates of Meetings of the Board and Committees held during the financial year indicating the number of Meetings attended by each director.