SS-1: Meetings of the Board of Directors

Applicability

Note: In case of any subsequent changes in the Act, a particular Standard or any part thereof becomes inconsistent with the Act, the provisions of the Act shall prevail.

• By any Director or Company Secretary or any person authorized by the Board in consultation[1] with Chairman,  Managing Director, Whole Time Director;

• 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.

Serial Number and date & Time

• Every BM shall have a serial number and can be convened at any time and place on any day, excluding a National Holiday (i.e. Republic Day, Independence Day, Gandhi Jayanti and such other day as may be declared as National Holiday by the Central Government);

• BM adjourned for want of Quorum shall also not be held on a National Holiday.

Mode

• Physical or Electronic, if the company provides such facility;

• Electronic Meeting is not allowed for restricted items unless expressly permitted by the Chairman.

Restricted Items of business include approval of the annual financial statement, Board’s report prospectus and matters relating to amalgamation, merger, demerger, acquisition and takeover. Similarly, participation in the discussion through Electronic Mode shall not be allowed in Meetings of the Audit Committee for consideration of annual financial statement, if any, to be approved by the Board, unless expressly permitted by the Chairman.

Sending of Notice/ Agenda/ Notes to Agenda

• Shall be given at the address (postal address or email address) provided by the Director or at such address as it appears in the Director Identification Number.

• Notice can be served by way of physically/speed post/registered post/courier/facsimile/e-mail or other electronic mode.

• In case Director specifies a particular means of delivery of Notice/Agenda/Notes on Agenda, such papers/documents shall be sent by such means.

• To be given at least seven days before the date of the meeting, unless articles prescribe for a longer period. (In case the company sends the Notice/Agenda/.Notes to Agenda by speed post or by registered post or by courier, an additional two days shall be added for the service of Notice).

• Proof of sending and delivery shall be maintained by the company.

• To be sent to Original Director also, even if sent to the alternate director of any director.

• Notice shall be sent by CS or where there is no CS, by any Director or any other person authorised by the Board and shall specify the serial number, day, date, time and full address of the venue of the meeting.

• Notice to be given for every meeting even if it is held at pre-determined dates or intervals.

• If Electronic Mode is available, the Notice shall-

(i) inform the Directors about the availability of such facility;

(ii) provide the necessary information to avail such facility;

(iii) seek advance confirmation whether the respective Director will participate through such mode;

(iv) contain the contact number or email address(es) of the Chairman or the Company Secretary or any other person authorised by the Board.

• Notice of 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.

• Each item of business requiring approval at the Meeting shall be supported by a note setting out details of the proposal, relevant material facts that enables the Directors to understand the meeting, scope and implications of the proposal and the nature of concern or interest, if any[2].

• Each item of business to be taken up at the meeting shall be serially numbered.

• Any item not included in the Agenda may be taken up for consideration 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.

• General consent for giving notice on shorter period should be taken either in first Board Meeting in each financial year or before meeting and shall be recorded in the Minutes.

• Supplementary Notes on any agenda item may be circulated at or prior to the meeting but shall be taken up with the permission of Chairman and majority of directors present in the meeting.

• 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 Company Secretary shall facilitate convening and holding of such meeting, if so desired by the Independent Directors.

• 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.

• Every Circular Resolution shall carry serial number.

• Decision for each resolution shall be sought separately.

• Proof of sending and delivery of resolution and necessary papers shall be maintained by the Company.

Not more than 7 days from the date of Circulation of the draft resolution shall be given to the Directors to respond and the last date shall be computed accordingly.

• Where not less than 1/3^rd of the total director (including Interested Directors) require the resolution under circulation to be passed at the BM, the Chairman shall put it for consideration at the BM.

• Resolution is passed when approved by majority, or by a special majority or affirmative vote as required in the AOA, unless 1/3^rd of total number of Director requires the resolution under Circulation to be decided at the Meeting.

• Interested Director shall not be entitled to vote.

• If not responded by any Director within prescribed time, it shall be presumed that Director has abstained from voting.

• If approval by majority votes is not received before last day for approval, Resolution shall be considered as not passed.

• Shall be recorded in the minutes of next BM with text thereof with dissent or abstention.

• Minutes shall also record that Interested Director did not vote on the resolution.

Date of Passing Resolution

• 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.

• Quorum for the BM shall be 1/3^rd of the total strength of Directors or two directors, whichever is higher or higher as mentioned in the AOA. Any fraction in circulating above 1/3^rd strength should be rounded off to next one.

• If a meetings gets adjourned 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.[3]

• Quorum shall be present throughout the meeting.

• Director attending meeting through electronic mode shall be counted for the purpose of Quorum.

• 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.

• Directors’ participation in discussion through e-mode on certain restricted items may be allowed if the same is approved/ permitted by chairman. Similarly, for Audit Committee for consideration of annual accounts. But they will neither be entitled to vote nor be counted for quorum in respect of such restricted matter.

• Director be treated Interested in a contract or arrangement entered into or proposed to be entered into by the company-

–          with the Director himself or his relative; or

–          with any body corporate, if such Director, along with other Directors holds more than 2% of the paid-up share capital of that body corporate, or he is a promoter, or manager or CEO of that body corporate; or

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. 

Leave of Absence

• The office of a Director shall become vacant in case the Director absents himself from all the Meetings of the Board held during a period of twelve months with or without seeking leave of absence of the Board.

• Presence of all Committee members is required to form quorum unless decided otherwise by the Board or law or stipulated in Articles.

• Maintain separate attendance registers for the Board and Committee meetings.

• Pages of respective attendance registers shall be serially numbered.

• If maintained in loose-leaf, shall be bound periodically depending upon size and volume.

• Attendance Register/Sheet shall contain the following particulars:

(i) Serial Number and Date of the Meeting;

(ii) Name of the Meeting whether Board or Committee Meeting;

(iii) Place and time of the Meeting;

(iv) Names of Directors and signature of each Director present;

(v) Name and Signature of CS and Special Invitees Attending the Meeting

• In case director is participating through Electronic Mode, Chairman shall confirm the attendance of such Directors by taking roll call at the commencement of Meeting;

• Chairman or CS shall request the Director participating through Electronic mode to state his full name and location from where he is participating and shall record the same in Minutes.

• Proceeding of Meetings convened through electronic mode shall be recorded through any electronic recording mechanism and the details of venue, date and time shall be mentioned therein.

• Attendance register shall be deemed to have been signed by the Directors participating through Electronic mode, if their attendance is recorded in the Attendance register and Minutes.

• Attendance register to be maintained at registered office of the Company or any other place as approved by Board, in the custody of Company Secretary. If there is no CS, then in the custody of Director authorised by Board for this purpose

• Attendance register is open for inspection by Directors but cannot be inspected by the members.

• The PCS or the statutory Auditor or Secretarial Auditor appointed by the Company may inspect the Attendance Register

• Entries in the attendance register shall be authenticated by appending signatures to each page, by the Company Secretary and if no CS then by Chairman.

• Attendance Register and recordings of attendance of meeting by VC, shall be preserved for the period of at-least 8 Financial Years and may be destroyed thereafter with approval of the Board.

• Company shall follow a uniform and consistent form of maintaining the Minutes. Any deviation in such form of maintenance shall be authorised by the Board.

• Pages of the Minutes Book shall be consecutively numbered

• In the event any page or part thereof in the Minutes Book is left blank, it shall be scored out and initialed by the Chairman who signs the Minutes.

• Contents of Minutes

(i) Minutes shall state, at the beginning the serial number and type of the Meeting, name of the company, day, date, venue and time of commencement and conclusion of the Meeting;

(ii) Name of Directors personally present or by Electronic Mode, in alphabetical or any other logical manner, starting with name of Chairman;

(iii) Name of CS in attendance;

(iv) Invitees including invitees for special items including the capacity in which an Invitee attends the Meeting and where applicable, the name of the entity such Invitee represents and the relation, if any, of that entity to the company;

(v) Each item shall be serially numbered to enable ease of reference;

(vi) Record of all the appointments made at the meeting (of Directors, KMP, Cost/Secretarial/Internal Auditor, Noting of one level below KMP);

(vii) Election of the Chairman of Meeting, Quorum, Leave of absence, Mode of attendance of every Director – whether physically or through Electronic Mode (his particulars, the location from where and the Agenda items in which he participated);

(viii) Noting of minutes of preceding Board/ Committee meetings;

(ix) RBC since the last Meeting, including dissent or abstention, if any; Fact that Interested director was not present during the discussion and did not vote;

(x) the views of the Directors, 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; If any Director has participated only for a part of the Meeting, the Agenda items in which he did not participate; The fact of the dissent and the name of the Director who dissented from the Resolution or abstained from voting thereon; Ratification by majority of Directors for Meetings held at a shorter Notice and the transacting of any item other than those included in the Agenda;

(xi) time of commencement and conclusion of the meeting;

(xii) Apart from the Resolution or the decision, Minutes shall mention the brief background of all proposals and summarise the deliberations thereof. In case of major decisions, the rationale thereof shall also be mentioned.

• Within 15 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/speed post/registered post/courier/e-mail/any other recognised electronic means to all the members of the Board or the Committee for their comments.

• If a director specifies a particular means of delivery of draft minutes, these shall be sent to him by such means.

• Proof of sending draft minutes shall be maintained by the Company.

• The Directors, whether present at the Meeting or not, shall communicate their comments, if any, in writing on the draft Minutes within 7 days. Chairman shall have the discretion to consider comments sent after 7 days. The draft minutes shall be deemed to have been approved by such director who does not comment on the draft minutes.

• Minutes should be entered in the Minutes Book within 30 days from conclusion of meeting.

• A Director, who ceases to be a Director after a Meeting of the Board is entitled to receive the draft Minutes of that particular Meeting and to offer comments thereon, irrespective of whether he attended such Meeting or not.

• The date of entry of the Minutes in the Minutes Book shall be recorded by the Company Secretary/ person authorised by Board/ Chairman.

• Any alteration in the Minutes as entered shall be made only by way of express approval of the Board at its subsequent Meeting in which such Minutes are sought to be altered.

• Minutes of the previous Meeting may be signed either by the Chairman of such Meeting at any time before the next Meeting is held or by the Chairman of the next Meeting at the next Meeting.

• If the Minutes are maintained in electronic form, the Chairman shall sign the Minutes digitally.

• The date of entry of the Minutes in the Minutes Book shall be recorded by the CS. If there is no CS, by any person duly authorised by the Board or by the Chairman

• Minutes of the Board Meeting shall be kept at the Registered Office of the company or at such other place as may be approved by the Board, in the custody of the Company Secretary.

• A Director is entitled to inspect of the Minutes of a Meeting held before the period of his Directorship / during the period of his Directorship, even after he ceases to be a Director

• A Member of the company is not entitled to inspect the Minutes of Meetings of the Board.

• Minutes of any BM and any Committee Meetings can be inspected by the Directors even Minutes of meetings before their directorship.

• CS in Practice appointed by company, Secretarial Auditor, Statutory Auditor, Cost Auditor or Internal Auditor of company can inspect the Minutes as he may consider necessary for the performance of his duties.

• Inspection of Minutes Book may be provided in physical or in electronic form.

• During inspection of Minutes Book, CS or any other official of the company authorised by such CS to ensure that Minutes Book is not mutilated or in any way tampered with by the person inspecting.

• A Member of the company is not entitled to inspect the Minutes of Meetings of the Board.

Extracts of the Minutes:

• Extracts of the Minutes shall be given only after Minutes have been duly entered in the Minutes Book.

• However, certified copies of any Resolution passed at a Meeting may be issued even earlier, if the text of that Resolution had been placed at the Meeting.

• A Director is entitled to receive, a copy of the Minutes of a Meeting held before the period of his Directorship.

• A Director is entitled to receive a copy of the signed Minutes of a Meeting held during the period of his Directorship, even if he ceases to be a Director.

• Extracts of the duly signed Minutes may be provided in physical or electronic form.

• 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 8 financial years, whichever is later and may be destroyed thereafter with the approval of the Board.

• Minutes Books shall be kept 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.