TaxTMI 
TaxTMI 
MEETINGS OF THE BOARD OF DIRECTORS
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....nciated in this Standard for Meetings of the Board of Directors are also applicable to Meetings of Committee (s) of the Board, unless otherwise stated herein or stipulated by any other applicable Guidelines, Rules or Regulations. This Standard is in conformity with the provisions of the Act. However, if, due to subsequent changes in the Act, a particular Standard or any part thereof becomes inconsistent with the Act, the provisions of the Act shall prevail. DEFINITIONS The following terms are used in this Standard with the meaning specified: "Act" means the Companies Act, 2013 (Act No. 18 of 2013) or any previous enactment thereof, or any statutory modification thereto or re-enactment thereof and includes any Rules and Regulations framed thereunder. "Articles" means the Articles of Association of a company, as originally framed or as altered from time to time or applied in pursuance of any previous company law or the Companies Act, 2013. "Calendar Year" means calendar year as per Gregorian calendar i.e. a period of one year which begins on 1st January and ends on 31st December. "Chairman" means the Chairman of the Board or its Committee, as the case may be, or the Chairman a....
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...., sent or received. Words and expressions used and not defined herein shall have the meaning respectively assigned to them under the Act. SECRETARIAL STANDARDS 1. Convening a Meeting 1.1 Authority 1.1.1 Any Director of a company may, at any time, summon a Meeting of the Board, and the Company Secretary or where there is no Company Secretary, any person authorised 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 Articles. 1.1.2 The Chairman may, unless dissented to or objected by the majority of Directors present at a Meeting at which a Quorum is present, adjourn the Meeting for any reason, at any stage of the Meeting. 1.2 Time, Place, Mode and Serial Number of Meeting 1.2.1 Every Meeting shall have a serial number. 1.2.2 A Meeting may be convened at any time and place, on any day, excluding a National Holiday. Notice of the Meeting, wherein the facility of participation through Electronic Mode is provided, shall clearly mention a venue, whether re....
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....advance confirmation from the Directors as to whether they will participate through Electronic Mode in the Meeting. The Notice shall also contain the contact number or e-mail address (es) of the Chairman or the Company Secretary or any other person authorised by the Board, to whom the Director shall confirm in this regard. 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. 1.3.5 The Notice of a Meeting shall be given even if Meetings are held on pre-determined dates or at pre-determined intervals. 1.3.6 Notice convening a Meeting shall be given at least seven days before the date of the Meeting, unless the Articles prescribe a longer period. In case the company sends the Notice by speed post or by registered post or by courier, an additional two days shall be added for the service of Notice. Notice of an adjourned Meeting shall be given to all Directors including those who did not attend the Meeting on the originally convened date and unless the date of adjourned Meeting is decided at the Meeting, Notice thereof shall also be given not less than seven days before the Meeting. ....
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....otice may be taken in the first Meeting of the Board held in each financial year and also whenever there is any change in Directors. Where general consent as above has not been taken, the requisite consent shall be taken before the concerned items are taken up for consideration at the Meeting. The fact of consent having been taken shall be recorded in the Minutes. -------------------------------- * Definition under SEBI (Prohibition Insider Trading) Regulations, 2015 Supplementary Notes on any of the Agenda Items may be circulated at or prior to the Meeting but shall be taken up with the permission of the Chairman and with the consent of a majority of the Directors present in the Meeting, which shall include at least one Independent Director, if any. 1.3.8 Each item of business requiring approval at the Meeting shall be supported by a note setting out the details of the proposal, relevant material facts that enable the Directors to understand the meaning, scope and implications of the proposal and the nature of concern or interest, if any, of any Director in the proposal, which the Director had earlier disclosed. Where approval by means of a Resolution is required, the draf....
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.... at least four Meetings are held in each Calendar Year. The Board shall hold its first Meeting within thirty days of the date of incorporation of the company. It shall be sufficient if one Meeting is held in each of the remaining calendar quarters, subject to a maximum interval of one hundred and twenty days between any two consecutive Meetings of the Board, after the first Meeting. Further, it shall be sufficient if a One Person Company, Small Company or Dormant Company holds one Meeting of the Board in each half of a calendar year and the gap between the two Meetings of the Board is not less than ninety days. An adjourned Meeting being a continuation of the original Meeting, the interval period in such a case, shall be counted from the date of the original Meeting. 2.2 Meetings of Committees Committees shall meet as often as necessary subject to the minimum number and frequency stipulated by the Board or as prescribed by any law or authority. 2.3 Meeting of Independent Directors Where a company is required to appoint Independent Directors under the Act, such Independent Directors shall meet at least once in a Calendar Year. The meeting shall be held to review the per....
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....ectors, whichever is higher. Any fraction contained in the above one-third shall be rounded off to the next one. Where the Quorum requirement provided in the Articles is higher than one-third of the total strength, the company shall conform to such higher requirement. Total strength for this purpose, shall not include Directors whose places are vacant. If the number of Interested Directors exceeds or is equal to two-thirds of the total strength, the remaining Directors present at the Meeting, being not less than two, shall be the Quorum during such item. If a Meeting of the Board could not be held for want of Quorum, then, unless otherwise provided in the Articles, the Meeting shall automatically stand adjourned to the same day in the next week, at the same time and place or, if that day is a National Holiday, to the next succeeding day which is not a National Holiday, at the same time and place. If there is no Quorum at the adjourned Meeting also, the Meeting shall stand cancelled. 3.4.2 Where the number of Directors is reduced below the minimum fixed by the Articles, no business shall be transacted unless the number is first made up by the remaining Director(s) or through....
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....ed by the Chairman or the Company Secretary in the Attendance Register and the Minutes of the Meeting. 4.1.4 The attendance register shall be maintained at the Registered Office of the company or such other place as may be approved by the Board. The attendance register may be taken to any place where a Meeting of the Board or Committee is held. 4.1.5 The attendance register is open for inspection by the Directors. The Company Secretary in Practice appointed by the company or the Secretarial Auditor or the Statutory Auditor of the company can also inspect the attendance register as he may consider necessary for the performance of his duties. A Member of the company is not entitled to inspect the attendance register. 4.1.6 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. 4.1.7 The attendance register shall be preserved for a period of at least eight financial years and may be destroyed thereafter with the approval of the Board. The recording of attendance of Meetings through Electronic Mode shall be preserved for a period of at least eight fina....
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....or requests the Board to allow a person to accompany him and ensures that such person maintains confidentiality of the matters discussed at the Meeting. Unless otherwise provided in the Articles, in case of an equality of votes, the Chairman shall have a second or casting vote. 5.2 Meetings of Committees 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. 6. Passing of Resolution by Circulation The Act requires certain business to be approved only at Meetings of the Board. However, other 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 have equal authority. 6.1. Authority 6.1.1 The Chairman of the Board or in his absence, ....
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....ctors shall be sought for each Resolution separately. Not more than seven days from the date of circulation of the draft of the Resolution shall be given to the Directors to respond and the last date shall be computed accordingly. 6.3. Approval 6.3.1 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. Every such Resolution shall carry a serial number. If any special majority or the affirmative vote of any particular Director or Directors is specified in the Articles, the Resolution shall be passed only with the assent of such special majority or such affirmative vote. An Interested Director shall not be entitled to vote. For this purpose, a Director shall be treated as interested in a contract or arrangement entered or proposed to be entered into by the company: (a) with the Director himself or his relative; or (b) 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, ....
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.... kept in accordance with the provisions of the Act evidence the proceedings recorded therein. Minutes help in understanding the deliberations and decisions taken at the Meeting. 7.1. Maintenance of Minutes 7.1.1 Minutes shall be recorded in books maintained for that purpose. 7.1.2 A distinct Minutes Book shall be maintained for Meetings of the Board and each of its Committees. 7.1.3 Minutes may be maintained in electronic form in such manner as prescribed under the Act and as may be decided by the Board. Minutes in electronic form shall be maintained with Timestamp. A company may maintain its Minutes in physical or in electronic form with Timestamp. Every company shall however follow a uniform and consistent form of maintaining the Minutes. Any deviation in such form of maintenance shall be authorised by the Board. 7.1.4 The pages of the Minutes Books shall be consecutively numbered. This shall be followed irrespective of a break in the Book arising out of periodical binding in case the Minutes are maintained in physical form. This shall be equally applicable for maintenance of Minutes Book in electronic form with Timestamp. In the event any page or part thereof in the ....
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....a) Record of election, if any, of the Chairman of the Meeting. (b) Record of presence of Quorum. (c) The names of Directors who sought and were granted leave of absence. (d) The mode of attendance of every Director whether physically or through Electronic Mode. (e) In case of a Director participating through Electronic Mode, his particulars, the location from where and the Agenda items in which he participated. (f) The name of Company Secretary who is in attendance and Invitees, if any, for specific items and mode of their attendance if through Electronic Mode. (g) Noting of the Minutes of the preceding Meeting. (h) Noting the Minutes of the Meetings of the Committees. (i) The text of the Resolution(s) passed by circulation since the last Meeting, including dissent or abstention, if any. (j) The fact that an Interested Director was not present during the discussion and did not vote. (k) The views of the Directors particularly the Independent Director, if specifically insisted upon by such Directors, provided these, in the opinion of the Chairman, are not defamatory of any person, not irrelevant or immaterial to the proceedings or not detrimental to the interests of....
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....the Chairman. Wherever any approval of the Board is taken on the basis of certain papers laid before the Board, proper identification shall be made by initialling of such papers by the Company Secretary or the Chairman and a reference thereto shall be made in the Minutes. 7.3.4 Where any earlier Resolution (s) or decision is superseded or modified, Minutes shall contain a reference to such earlier Resolution (s) or decision. 7.3.5 Minutes of the preceding Meeting shall be noted at a Meeting of the Board held immediately following the date of entry of such Minutes in the Minutes Book. Minutes of the Meetings of any Committee shall be noted at a Meeting of the Board held immediately following the date of entry of such Minutes in the Minutes Book. 7.4. Finalisation of Minutes Within fifteen days from the date of the conclusion of the Meeting of the Board or the Committee, the draft Minutes thereof shall be circulated by hand or by speed post or by registered post or by courier or by e-mail or by any other recognised electronic means to all the members of the Board or the Committee for their comments. Where a Director specifies a particular means of delivery of draft Minute....
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....nd to such signature the date on which and the place where he has signed the Minutes. Any blank space in a page between the conclusion of the Minutes and signature of the Chairman shall be scored out. If the Minutes are maintained in electronic form, the Chairman shall sign the Minutes digitally. 7.6.3 Minutes, once signed by the Chairman, shall not be altered, save as mentioned in this Standard. 7.6.4 A copy of the signed Minutes certified by the Company Secretary or where there is no Company Secretary, by any Director authorised by the Board shall be circulated to all Directors within fifteen days after these are signed. 7.7. Inspection and Extracts of Minutes 7.7.1 The Minutes of Meetings of the Board and any Committee thereof can be inspected by the Directors. A Director is entitled to inspect the Minutes of a Meeting held before the period of his Directorship. A Director is entitled to inspect the Minutes of the Meetings held during the period of his Directorship, even after he ceases to be a Director. 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....
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....in the custody of the Company Secretary. Where there is no Company Secretary, Minutes shall be kept in the custody of any Director duly authorised for the purpose by the Board. 9. Disclosure 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. EFFECTIVE DATE This Standard shall come into effect from 1st July, 2015 Annexure 'A' (Para 1.3.8) Illustrative list of items of business which shall not be passed by circulation and shall be placed before the Board at its Meeting General Business Items • Noting Minutes of Meetings of Audit Committee and other Committees. • Approving financial statements and the Board's Report. • Considering the Compliance Certificate to ensure compliance with the provisions of all the laws applicable to the company. • Specifying list of laws applicable specifically to the company. • Appointment of Secretarial Auditors and Internal Auditors. Specific Items • Borrowing money otherwise than by issue of debentures. • Investing the funds of the c....