APPLICABLE
TO
COMPANIES WITH EFFECT FROM
1ST JULY 2015
SECRETARIAL STANDARD- 1 BOARD MEETINGs
A. Mandatory requirement of mentioning time, place, mode & serial number of every Board meeting.
B. Meeting can
be held
at any time, place except Public holidays.
C. Notice in writing of every Meeting shall
be given to every Director by hand or
by
speed post or by registered post or by courier or by facsimile or by e-mail or by any other electronic means which shall specify the serial number, day, date,
time and full address
of
the venue of the Meeting.
D. 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.
E. To transact urgent business,
the Notice, Agenda and Notes on Agenda may be given at shorter period of time (less than 7 clear days), if at least one Independent Director, if
any, shall be 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 any.
In case the company does not have
an Independent Director, the decisions shall be
final
only on ratification thereof by
a majority of the Directors of
the
company, unless such decisions were approved at the Meeting itself by a majority of Directors of the company.
F. Quorum shall be present not only at the time of commencement of the Meeting but also while transacting business. A Director shall not be reckoned for Quorum in respect of
an item in which he is interested and he
shall not be present whether physically or through
Electronic Mode, during discussions
and voting on such item.
For this purpose, a Director shall be treated as interested in
a contract or arrangement
entered into or
proposed to be
entered into by the company:
a) with the Director himself or
his relative;
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, or he is a promoter, or manager or
chief executive
officer
of
that body corporate; or
c) with a firm or other entity,
if such Director or his relative is a partner, owner or
Member, as the case may be, of that
firm
or other entity
G. Every company shall maintain
separate attendance registers for the Meetings of the
Board and Meetings of the Committee.
The pages of the respective
attendance registers shall be
serially numbered.
H. A distinct Minutes Book shall be maintained for Meetings
of the Board and each of
its Committees
- The pages of the Minutes Books shall be
consecutively numbered
- Minutes shall record the names of the Directors present physically or through
Electronic Mode, the Company Secretary who is in attendance
at the Meeting and
Invitees, if any, including Invitees for specific items.
I. Contents of Minutes:
- Record of election, if any,
of the Chairman of the
Meeting.
- Record of presence
of
Quorum.
- The names of Directors who
sought and
were granted leave
of
absence
- The mode
of attendance of
every Director
whether
physically or
through
Electronic
Mode.
- In case of a Director participating through Electronic Mode, his particulars, the location
from
where and the Agenda items in
which he participated.
- 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.
- Noting of the
Minutes of the preceding Meeting.
- Noting the Minutes of the Meetings of the Committees
- The text of the Resolution(s) passed by circulation since the last Meeting,
including dissent or
abstention, if any.
- The fact that an Interested Director was not present during the discussion and did not vote
- If any Director has participated only for a part of the Meeting, the Agenda items in which he did not participate
- 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 the company
- The fact of the dissent and the name of the Director who dissented from the
Resolution
or abstained from voting thereon.
- Ratification by Independent Director or majority of Directors, as the case may be, in case of Meetings held at a
shorter Notice and the transacting of any item
other
than those included in the Agenda.
- The time of commencement and conclusion of
the Meeting
J. 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.
Proof of sending draft Minutes and its
delivery shall be maintained by the
company.
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