Secretarial Standard on Meetings of the Board of Directors

By CS Divesh Goyal

The Ministry of Corporate Affair (MCA) has issued circular dated 10th April, 2015 vide Letter No. 1/E/2014/CA/I which has been notified in official Gazette on 23rd April, 2015 containing Secretarial Standards applicable on the Companies from 1st July, 2015.

After elaborate deliberations, the Institute of Company Secretaries of India (ICSI) has prepared these standards, which have been approved by MCA. The Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors prescribes a set of principles for convening and conducting Meetings of the Board of Directors and matters related thereto.

Applicability & Non Applicability

ss1

Some Important Definitions

 Chairman
Chairman of the Board or its Committee, as the case may be, or the Chairman appointed or elected for a Meeting.
 Calendar Year
Calendar year as per Gregorian calendar i.e. a period of one year which begins on 1st January and ends on 31st December
 Maintenance
Keeping of registers and records either in physical or electronic form, as may be permitted under any law for the time being in force, and includes the making of appropriate entries therein, the authentication of such entries and the preservation of such physical or electronic records
 Minutes
A formal written record, in physical or electronic form, of the proceedings of a Meeting
 Minutes Book
A Book maintained in physical or in electronic form for the purpose of recording of Minutes.
National Holiday Republic Day i.e. 26th January, Independence Day i.e. 15th August,  Gandhi Jayanti i.e. 2nd October and such other day as may be declared as National Holiday by the Central Government.

Time, Place, Mode and Serial Number of Meeting
Every Meeting shall have a serial number.
A Meeting may be convened at any time and place, on any day, excluding a National Holiday.

Precautions

  • Companies now required to serially Numbered there Minutes of Board Meeting. If possible Companies should start serially numbered its Minutes from the First Board Meeting of Company.
  • Meeting can’t be called only on National holiday except this at any time at any place Company cal call Meeting of Board of Directors.
    Adjourned Meeting also can’t hold on National Holiday.

Chairman
The Chairman of the company shall be the Chairman of the Board.
If the company does not have a Chairman, the Directors may elect one of themselves to be the Chairman of the Board.

Meetings of the Committee
A member of the Committee appointed by the Board or elected by the Committee as Chairman of the Committee, in accordance with the Act or any other law or the Articles, shall conduct the Meetings of the Committee.
If no Chairman has been so elected or if the elected Chairman is unable to attend the Meeting, the Committee shall elect one of its members present to chair and conduct the Meeting of the Committee, unless otherwise provided in the Articles.

Participation of Director Through Electronic Mode
Any Director may participate through Electronic Mode in a Meeting, if the company provides such facility. But certain items can’t be dealt at a meeting held though Video conferencing.

Matter which can’t be dealt at a meeting held though Video conferencing unless expressly permitted by the Chairman:

  • Approval of the annual financial statements;
  • Approval of the Board’s report;
  • Approval of the prospectus;
  • Audit Committee Meetings for consideration of accounts; and
  • Approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.

Notice of Board Meeting if Facility of participation through Electronic Mode is provided
In case the facility of participation through Electronic Mode is being made available, the Notice shall inform the Directors about the availability of such facility, and provide them necessary information to avail such facility.

Further, the Notice shall seek advance confirmation from the Directors as to whether they will participate through Electronic Mode in the Meeting. In the absence of an advance communication or confirmation from the Director as above, it shall be assumed that he will attend the Meeting physically.

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