Guidance Note on Secretarial Standard 1
SS-1 (Meetings of the Board of Directors)
PART-2
Revised on January, 2024 (effective from 1st April, 2024)
Read This : Guidance Note on Secretarial standard 1 (PART-1)
Chairman
1. Chairman of the company shall be the chairman of the Board, if there is no chairman of company Directors may elect anyone of themselves as chairman, if chairman not present in Board Meeting then one can be elect in Directors during Board Meeting. Chairman proceed the meeting and rule of interested business or related party business shall apply same as other cases.
2. In Committee Meeting elected committee chairman or in the absence of chairman, elected member as chairman shall conduct meeting.
3. Chairman is responsible for ensure quorum and for announce the closing summary of decisions taken in meeting.
Passing of Resolution by Circulation
1. There is certain business which need to be approved in Board Meeting and other can be approved by circulation.
2. The Chairman or other authorized person shall decide whether resolution passed by circulation or not before circulating the draft resolution.
3. If not less than one-third of the total number of Directors for the time being require the Resolution Under circulation to be decided at a meeting, the Chairman shall put the Resolution for consideration at a Meeting of the Board.
4. A proposed Resolution shall be circulated with all the necessary documents to all the Directors and passed Resolution also shall be sent to all the Directors by hand, speed post, email, courier or by registered post. Proof of sending and delivery shall be maintained not less than 3 years or the Board decided.
5. Not more than seven days shall be given for respond. Additional two days shall be given in case draft send by registered post or speed post. A note supporting to draft resolution with all relevant details shall be given.
6. The Resolution is passed when it is approved by a majority of the Directors entitled to vote on the Resolution, unless not less than one third of the total number of Directors for the time being require the Resolution under circulation to be decided at a Meeting.
7. The Resolution shall be deemed passed on the earlier of
a) the last date specified for signifying assent or dissent by Directors or
b) the date on which assent has been received from the required majority.
8. Resolution passed by circulation shall be recorded in the Minutes of subsequent meeting.
Minutes
1. Minutes shall be recorded in books maintained for that purpose. Separate minutes book shall be maintained for both Board meeting and Committees meeting. Minutes shall be maintained both in physical or in electronic form. Minutes in electronic form shall be maintained with Timestamp. All pages of minutes books shall be numbered.
2. Minutes shall not be pasted, attached or tempered with in any manner. It minutes in loos leaf then shall be bound periodically as per size and volume.
3. Minutes shall be kept at Registered office or any other place decided by Board.
4. Minutes shall contain serial number, type of meeting, name of the Company, day, date, venue and time of the meeting. Minutes shall record the name of all the Director, company secretary and other invitees present in the meeting either physically or electronically. Company name of invitees shall be recorded in minutes.
5. Minutes shall contain all the appointments made at meeting. All the particulars and location shall be maintained in minutes in case of electronic participation.
6. Record of election, Quorum, granted leaves of absence shall be maintained. Noting of the minutes of previous meeting shall be maintained.
7. Text of the Resolution passed by the circulation, facts of the interested Directors, view of Independent Director, any agenda items in which particular Director not participate, facts and name of the dissent of Director or abstain from voting Director shall be maintained.
8. Ratification by Independent Director or majority of Directors in case Meeting held at shorter Notice, Consideration of any other item not included in and ratification of any decision, time of commencement and conclusion of the meeting shall be including in Minutes.
9. Minutes shall mention the brief background of all proposals and summarize the deliberations apart from the Resolution or the decisions. Decision shall be recorded in the form of Resolutions.
10. Minutes shall contain a fair and correct summary of the proceeding of meeting and shall be written in clear, concise and plain language. Minutes shall be recorded by the Company Secretary or any other authorized person in case of no Company secretary.
11. Minutes shall be written in third person and past tense and Resolutions shall be written in present tense. Minutes of the preceding meeting shall be noted in following meeting of the date at which minutes shall be recorded.
12. If earlier decision modified or superseded, then reference of earlier decision shall be given in minutes.
13. Minutes shall be prepared within 15 days of meeting and circulated by hand, post or by email to the Board for their comments. Proof of sending draft minutes shall be kept not less than three years or the period decided by the Board.
14. Both present and absent directors shall send their comments in writing within 7 days of circulation so that minutes shall be finalized with time frame of 30 days of meeting. After 7 days Board may also consider the comments, if no comment received then it deemed to be approved by such Director.
15. Minutes shall be entered in the minutes books within 30 days of the meeting. Minutes shall be prepared for both original or adjourned meeting.
16. Minutes once entered shall not be altered without the approval of Board in subsequent meeting.
17. Minutes shall be signed and dated by the Chairman of the meeting in subsequent meeting. The chairman shall initial all pages and signed last page where date and place shall be mentioned.
18. If Minutes maintained in electronic form then it should be signed digitally.
19. Within 15 days of signing of Minutes, a signed copy certified by Company Secretary or if no Company Secretary any other authorized Director by Board shall circulate the copy to all the Directors except those who waived their right to receive in writing. Proof of delivery shall be maintained not less than three years or the decided by the Board.
20. Minutes shall be inspected by any 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 when it is necessary.
21. A Member of the Company is not entitled to inspect the Minutes of Meetings of the Board.
22. Extract of Minutes shall be given only after entered in Minutes Book.
Preservation of Minutes and other Records
1. Minutes shall be preserved in physical or in electronic form with Timestamp.
2. In case of scheme of arrangement, transferor company handed over Minutes to transferee company and the transferee company shall be preserved all the Minutes.
3. Office copies of Notices, Agenda, Notes on Agenda and other related papers shall be preserved in good order in physical or in electronic form for as long as they remain current or for eight financial years, whichever is later and may be destroyed thereafter with the approval of the Board.
4. Minutes Books shall be in the custody of the Company Secretary, where there is no Company Secretary any authorized Director shall take the custody.
Disclosure
1. The Report of the Board of Directors shall include a statement on compliance of applicable Secretarial Standards.