1

Crash Course on
Board Meetings with
emphasis on SS-1
Presented by
S C Sharada, Founder

2nd July, 2020

 What is a Board Meeting? 2

In general parlance meeting means- an assembly of people

for a particular purpose, especially for formal discussion.
“Meeting” means a duly convened, held and conducted
meeting of the Board or any Committee thereof. – Guidance
Note

 Does a casual gathering or conversation between members

of the Board constitute a Board Meeting?
“A mere coincidental physical presence of all Directors at one
place cannot constitute a meeting” – Guidance Note
 Board Meetings & SS
3
Sections & Rules

Section
118
Section 173 Section 175 Others
&
Section Rules –
Section 174 205 Chapter XII

The
Quorum for Passing Section
S.134184 Companies
Meetings of SS
Board resolution by S.149 (Meetings of
Board &
meetings Circulation Section
S.166149 Board &
Functions of
( Circular S.184 powers) Rules,
CS
Resolutions ) Section
S.204166 2014
Secretarial Standards 4

“Setting standards |
Measuring Governance ”
 Made in India !! 5

India is, the cradle of the human

race, the birthplace of human
speech, the mother of history, the
grandmother of legend, and the
great grandmother of tradition. Our
most valuable and most instructive
materials in the history of man are
treasured up in India only.
- Mark Twain,
American Author
India is the birth place of SS too !!
 Meaning of SS and Guidance Note 6

SS GN

What are Secretarial What is

Standards(SS)? Guidance note?
Secretarial Standards are a Guidance Note - explains the
codified set of good governance procedural and practical aspects
practices which seek to integrate, and gives illustrations. It
harmonize and standardize the appropriately integrates the
diverse secretarial practices replies to various queries raised by
followed by companies the stakeholders on the particular
Standard from the SS
 Vision for SS 7

SOP for CS

Furthering the shareholders’ democracy

More recognition to the ICSI and its Members

Better corporate disclosures & transparency

Better interpretation of laws

Enhancing Professionalism in corporates

Reduction in Non-compliances
Enhance Corporate Culture and better governance
Higher Confidence of JV Partners world-wide

Improvement in the quality of secretarial practices

 SS-1- Meetings of the Board of 8

Directors
All companies
• One Person Companies
• Private Limited • Section 8 Companies
• Public Limited

Not-
Applicable Applicable

Board Committees
International Finance
1. Audit Committee
Companies
2. Nomination &
remuneration committee SS-1 shall not apply to
3. CSR Committee both private and
4. Stakeholders Committee Effective from 1st July, 2015 public IFSCs as per
Notification G.S.R.
Revised w.e.f. 01.10.2017 08(E) dtd 04.01.2017
 Contents of SS-1 9

Preservation
Frequency
Attendance Passing of CR of Minutes
of Meetings
& other Records

1 2 3 4 5 6 7 8 9
Convening
Quorum Chairman Minutes
a Meeting Disclosures
 1. Convening of Meetings 10

 1.1. Authority
Any director (including an ID) / Company Secretary / any person authorised by
the Board on the requisition of a director shall convene a meeting of the board
in consultation with Chairman / MD / WTD, unless otherwise stated in AoA.

Points to note from Guidance note

✓ As best practice the director requisitioning a BM should send request in writing along with
proposed agenda
✓ Any person authorized by the Board whether officer/non-officer is to be clearly identified
✓ CS/ other person must get approval of the Chairman/MD/WTD to convene the meeting
✓ “Unless otherwise provided in the Articles” – AoA can provide stricter norms
✓ If there is oral request – CS or any other person authorized should put it in writing to
Chairman/MD/WTD with a copy to the Director
✓ If the chairman doesn’t approve the request check AoA if AoA is silent, CS can’t
convene
✓ Even for statutory requirements CS cannot convene meeting in his own capacity
 1.2 Date, time, place, mode & 11

Serial number of meeting

 Every meeting to be serially numbered - numbering can be on calendar year basis
or financial year basis or continuous numbering.
▪ Start numbering from 1st BM after incorporation or after 01/07/2015 – numbering system is
to be recorded in Minutes.
▪ Serial no of adjourned and original meeting should be same.

 Meeting can be convened at any time, place, on any day except National Holiday
National Holiday - means Republic Day, Independence Day, Gandhi Jayanti and such
other day as may be declared as by the Central Government. – Guidance Note

 VC / OAVM meeting are allowed - recording of proceedings of such meetings are

deemed to be made at the venue indicated in the notice
 1.2.3 Participation through
electronic mode
 If due to any technical reasons director participates
through tele-conferencing for remaining meeting – it shall
not constitute quorum and is not valid.
 Director has to to inform the Chairman/CS about his
intention to participate through Electronic mode.
However he can participate through physical presence.
 Original and adjourned BM can be held through
electronic mode and vice versa
 Except for restricted item of business all other items can
be conducted through Electronic mode
12
Restricted matters as per Sub rule 4 of Meetings
of Board & its powers Rules, 2014
Following matters cant be dealt with in any
meeting held through video conferencing or
other audio visual means.-
(i) the approval of the annual financial
statements;
(ii) the approval of the Board’s report;
(iii) the approval of the prospectus;
(iv) the Audit Committee Meetings
for consideration of financial statement including
consolidated financial statement if any,
(v) the approval of the matter relating to
amalgamation, merger, demerger, acquisition
and takeover.
Relaxed upto 30.09.2020 vide MCA Circular
dated 23.06.2020
 1.3 Notice 13
 Notice + detailed agenda with supporting
documents should be sent to all Directors by hand /
post/ e-mail ( as text / attachment / URL)
▪ Notice agenda to be sent to alternate director
and original director at the same time.
CONTRACT
 Notice should be given even if meeting is held on Notice
pre-determined dates / intervals
 Notice to be given – at least 7 days prior unless AoA
provides for longer time (except for UPSI - with the
consent of majority of Directors)
 Address for sending notice – postal address
-----------
registered with the company / as per DIN / as
Sign
specifically required by director
 1.3 Notice 14
 Means by which notice has been given should be as
per AoA or as specified by the director (if any)
 For meetings at shorter notice - company may adopt
the fastest mode to share the notice
 Sec 134(5)(f)- Boards responsibility to device proper
system to ensure compliances- system of maintaining
Notice
proof of sending and delivery of BM notice.
 Proof of sending and delivery of notice to be
maintained in physical or electronic in such a manner
that it can be retrieved.
 Proof of sending and delivery of notice is to be -----------
maintained for minimum 3 years or till disposal of legal Sign
proceedings including limitation period for appeals.
 1.3 Notice 15

 Proper meeting notices to be sent to all directors,

resolutions passed with irregular notice are not
valid.
 Additional agenda item can be considered at
the meeting only with permission of Chairman + Notice
majority directors present in the meeting,
including 1 ID.
 Decisions taken at meetings with shorter notice
must be ratified by at least 1 Independent
Director / majority directors of the company. -----------
Sign
2. Frequency of Meeting 16
 4 BMs to be held in a calendar year with not more than
120 days gap (counted from original meeting in case
adjourned). Adjourned meeting should also be
conducted within the 120 days gap.

Relaxed vide MCA Circular dated 24.03.2020 and SEBI

Circular dated 19.03.2020 – Companies can hold BMs with not
more than 180 days gap between 2 consecutive meetings for
the period 01.04.2020 to 30.09.2020 and 01.12.2019 to
30.09.2020 for listed companies.

 OPCs , Small companies., S.8 Cos, Dormant Cos. And

start-ups should hold at least 2 BMs with not less than 90
days gap – start ups were included vide Notification
dated 13.06.2017
2. Frequency of Meeting 17

 Committees can hold meetings as and

when required / frequency as stipulated
by Board

 Independent Directors shall meet at

least once in a calendar year to review
the performance of other Directors. CS
shall facilitate convening and holding of
such meeting, if required.
 3. Quorum
 1/3rd or 2 directors at the beginning
and throughout the meeting,
whichever is higher subject to Articles
▪ For calculating total strength
for quorum, vacant position,
interested directors are not to be
counted. AoA can provide for
higher quorum or presence of
a nominee or investor director.
▪ Interested Director is not to be
counted for quorum
▪ Directors present through VC or
OAVM - counted for quorum
except for restricted matters.
18
▪ Alternate director to be treated as
interested and not entitled to vote if he
himself is interested. If original director is
interested and AD is not then he can
be counted for quorum and vote.
Relaxations:
(Relaxed vide MCA Notification, dated
13.06.2017 - Interested directors of private
companies can vote and be counted for
quorum after disclosure of interest.)
(Relaxed up to 30.09.2020 vide MCA Circular
dated 23.06.2020)
 3. Quorum 19
 Disclosure of Interest to be given at the 1st BM in which he participates or in
the 1st BM of every FY & BM held after a change.
 Interested director to disclose his concern at the BM where the contract /
arrangement is discussed - breach renders the contract voidable at the
option of the company and director shall be liable to vacate the office.
 If all directors are interested, matter to be referred to General Meeting and SS
– 2 to be followed.
 In case of RPT interested director can neither be present at the
meeting nor vote.
 Adjournment 20

Meeting gets cancelled

If no quorum in the adjourned meeting

*Chairman can
adjourn a meeting for Same day, time & place next week
any reason at any
stage unless majority
directors disagree to For lack of quorum *
the same. Adjourned
meeting
 4. Attendance at meeting 21
 Pages in the Attendance Register (AR) are to be serially
numbered with date and preserved for 8 FYs
 AR can either be maintained in loose leaf or bound book or a
register. If in loose leaf, to be bound once in 3 years
 Every Director, CS & invitees has to sign the Register
 Chairman is to confirm VC attendance
 CS / Chairman to authenticate and sign each page
 AR is to be maintained at registered office & open for inspection
by directors / PCS/Secretarial auditor/ Statutory Auditor / Officers
of ROC/ any Govt / regulatory body if authorised by the Act
theymay inspect (during inspection)

 AR to be in the custody of CS or any other auth. person under

proper locking system
 LOA – granted only when sought specifically – vacation of office if no meeting has been attended for 12 months
▪ For the purpose of vacation counting should commence from the date of 1st BM held immediately after the meeting
last attended by the Director
 No BR is required for vacation – it is automatic. However, intimation to be sent to the Director & Board to note in the next
meeting.
Sample Attendance Record 22
Roll Call for EC Meeting 23
 5. Chairman 24
▪ Chairman of the Company / shall be elected
by directors
▪ If Interested, shall handover the meeting to
any disinterested director for such item and
resume as Chairman thereafter
▪ Shall safeguard the integrity of VC meeting
and ensure compliance of procedures
▪ If Articles provide for Vice Chairman he will act
as Chairman in the absence of Chairman
▪ In the absence of such Articles or both
Chairman & Vice Chairman, the Directors may
elect one among themselves

▪ Articles can provide for tenure of Chairman or alternating chairman – JVC terms
▪ Chairman shall have a 2nd or casting vote, unless otherwise provided in AOA
 5. Chairman 25
 Sec. 203(1) - Same person cannot be
appointed as Chairman unless Articles provide
otherwise or Co. does not carry on
multiple businesses.
 Exemption - Public Cos. with Paid up Cap of
100 Cr + Annual T/o of 1000 Cr with multiple
businesses & CEOs for each such business
 In case of RPT Chairman cannot be present at
the meeting also
 Chairman responsible for safeguarding the integrity, security, recording & safekeeping
of EC Meeting proceedings.
 Committee Meetings – BOD to appoint a chairman. Else Committee to elect. If no
such chairman is elected or chairman is not present within 5 mins of
the commencement time, one of the members to be chosen as Chairman.
 6. Circular Resolutions 26

 Resolutions passed by circulation are deemed to be

passed at a duly convened Meeting of the Board and
have equal authority.
 All items of business may be considered for passing by
circulation, except for certain items which are specified as
Circular not to be passed by circulation. Refer Annexure I of GN.
Authority to propose as CR - Chairman/MD/Non
Resolution 
interested Director
 If not less 1/3rd of the Directors require a Meeting, CR
----------- cannot be passed
Sign  CR to be approved by majority of directors entitled to
vote
 If majority does not approve by last date, CR is considered
as not passed
 6. Circular Resolutions 27
 Decision - assent / dissent within 7 days for each CR
separately. If no response recd by director, deemed as
abstained from voting
 Deemed as passed on the last date of assent / dissent by
the Directors or the date on which assent from more than
2/3 of the Directors has been received
Circular  CR passed to be confirmed in next Meeting
Resolution  Draft resolution with necessary papers shall be circulated to
all the Directors either by hand/speed post/registered
post/courier/email/ other recognised electronic means.
-----------
 If there is an alternate director, draft should be sent to
Sign original director for information.
 Proof of sending & delivery of the draft resolution shall
be maintained atleast for 3 years. Board may decide
longer period.
 6. Circular Resolutions 28
 A note with details of proposal & material facts including last
date for response shall be sent alongwith resolution to
enable directors take appropriate decision on time.
 Maximum 7 days can be given for response. Less time can be
given depending on the urgency. Additional 2 days in
Circular case resolution is sent by post/courier.
 Resolution should be approved by a majority of dis-
Resolution interested Directors. Affirmative vote, if any, in AOA to be
complied with.
-----------  Every such Resolution shall carry a serial number.
Sign  Resolution is deemed to have been passed on the earlier of :
last date specified for response or date on which assent
received from required majority or date specified in the
resolution.
 6. Circular Resolutions 29

 Assent or dissent shall be signified by signing resolution/e-

mail/any other electronic mode. In case of
email response, signed copy not mandatory.
 If approval is not received from majority Directors entitled
to vote, resolution shall be treated as not passed.
Circular
 Resolutions passed by circulation shall be noted at
Resolution a subsequent Meeting of the Board. Dissent or abstention
shall be recorded in the minutes.

-----------  CR shall not dispense with the requirement for the Board to
meet at the specified frequency.
Sign
 7. Minutes 30

 ‘Minutes’ are the official recording of

the proceedings of the Meeting and the
business transacted – evidence before
Court.
 Minutes of all Board & Committee
meetings should be kept by
the company.
 The burden of proof is on the person
who questions the correctness of the
proceedings of a Meeting as recorded
in the Minutes.
 No restriction in law on the language of
recording Minutes.
 Minutes should be entered in the books. Distinct minutes book for Board &
each committees. If not recorded properly, meeting could be regarded as having
not been held.
 7. Minutes 31
 Well drafted minutes should contain preamble, summary of
discussions, rationale, dissent, if any, to show how the decision was arrived at.
 Views of directors, particularly ID, to be recorded.
 Ratification by ID or majority of Directors, in case of Meetings held at a shorter
Notice. If he does not ratify, minutes should state the same.
 Minutes should state that decision under "Any other item" has been ratified by
the majority directors of the Company.
 Segregate minutes as for noting, for record, for discussion, for decision, action
taken.
 Minutes to reflect that meeting has been called pursuant to a Director's request.
 In case a Resolution placed before the Board is rejected or withdrawn, such a
fact to be stated in the minutes.
 7. Minutes 32

 The decisions shall be recorded in the form of Resolutions, where it is statutorily or

otherwise required. In other cases, the decisions can be recorded in a
narrative form.
 Minutes to enable a reader to understand what transpired in
the meeting. Refer Annexure VII and VIII of GN on SS-1.i.e. specimen minutes.
 Chairman's responsibility to ensure fair and accurate summary. It is his
discretion to exclude from the minutes, if any matter is defamatory, irrelevant or
immaterial to the proceedings or detrimental to company's interest.
 "In supersession of earlier resolution passed at the meeting
held on.............................."
 Different expressions used – noted, confirmed, taken on record, approved,
ratified.
 All appointments should be specifically minuted – directors, KMP, auditors etc.
7.2 – Contents of Minutes 33
7.2 – Contents of Minutes 34
 7. Minutes 35
 Minutes of the Meeting shall be signed by the Chairman of the Meeting or by the Chairman
of the next Meeting.
 Every page to be initialed and final page to be signed.
 Scanned signature not permitted, only digital signature, if minutes are in electronic form.
 If an Alternate Director is appointed, signed Minutes to be sent to Original Director for his
information.
 Directors can inspect the minutes at Reg.Ofc. or any other place where minutes
are maintained.
 A Director can inspect the Minutes of the Meetings held before his Directorship as well
as after he ceases to be a Director. - formal application and NDA may be asked.
 Similarly PCS, Secretarial Auditor, Statutory Auditor, Cost Auditor, Internal Auditor can inspect
minutes.
 A Member of the company is not entitled to inspect the Minutes of Meetings of the Board.
 Extracts shall be given only after entry of minutes in the minutes book. CTC can be issued
earlier, if resolution was placed at the meeting.
 Circulation of Minutes 36
BM date : 21.09.2015
Within 15 days
Circulation to
Within 22 days
All Directors: 06.10.2015

Within 30 days
Directors to
Communicate: 13.10.2015

Finalisation
& entry in the
book : 20.10.2015

Signed minutes to be circulated to all directors, whether attended or not

 8-Preservation of Minutes & 37
other Records
 Permanently in Physical / Electronic form with Time
stamp
(recorded by a secured computer system and is used
to describe the time that is printed to a file/location to
help keep track of when data is added, removed, sent
or received.)
 Notice, Agenda with notes and other documents –
as long as they remain relevant / 8 FYs whichever is
later. May be destroyed with approval of the Board.
 Minutes shall be preserved permanently.
 In case of merger / amalgamation, minutes of
transferor company shall be kept by transferee
company permanently.
 All other documents may be destroyed after 8 years
with the approval of the Board and central
government (in case of amalgamation).
9. Disclosure 38

 Annual Return and Annual Report shall disclose the

number and date of the Board Meetings / Committee
meetings held + attendance of each director
 The Report of the Board of Directors shall include a
statement on compliances of applicable Secretarial
Standards. Statement can be given as below:
 “The Directors have devised proper systems to
ensure compliance with the provisions of all
applicable Secretarial Standards and that such
systems are adequate and operating effectively”.
 Penalty for non-compliance
Rs. 25,000 for company and Rs. 5,000 for every officer of
the company who is in default.
 39

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405, 7th Cross, IV Block
Koramangala
Bangalore – 560 034

Ph : 080-25534374 / 25536618
Email : sharada.sc@sharadasc.com
URL : www.sharadasc.com