Secretarial Standards-1

Meeting of Board of Directors

Topic Point No.

Convening a Meeting 5-7

Notice of Meetings 8-17
Frequency of Meetings 18-20

Quorum of Meeting 21-26

Attendance at Meetings 27-32

Chairman 33-34

Passing of Resolution by Circulation 35-39

Minutes of the Meeting 40-50

Sr. No. Topic Details

1 Scope  Convening and conducting of Board Meetings

 Committee Meetings (only to committees

mandatorily required to be constituted under the
Companies Act)

2 Applicability  Applicable to all companies except OPC and

Section 8 Companies

 Section 8 Company required to comply with

provisions of Companies Act

 Exemption to Section 8 Company and specific

exceptions to Private Companies shall be
applicable only if it has not committed any default
in filing of Financial Statements or Annual
Returns with the RoC.
3 Conflict between Act  Act shall prevail
and SS

4 Invitee Person other than Directors and Company Secretary

who attends the meetings by invitation

Convening a Meeting
5 Authority for  Any Director may summon a meeting
Convening
 CS/ any person authorized by the Board on such
requisition shall convene the meeting in
consultation with Chairman/MD/WTD.

 Articles may provide specific provisions in this

respect (Unless otherwise provided in Articles)

6 Adjournment of  Chairman may adjourn the Meeting for any reason

Meeting and at any stage of the meeting

 Unless- dissented to or objected by majority of

Directors present at the meeting + Quorum present
at such meeting

7 Date, Time, Place,  Serial No.- Every Meeting shall have a Sr. No.
Mode and Sr. No. of (01/BM/ 2023-24)
Meeting
 Convened at any time, place or day

 Notice shall mention- venue (RO or otherwise) +

all recordings of meeting (if through electronic
mode) deemed to be made at such place

 Any Director may participate in Electronic Mode

in a meeting unless- Act of any other law prohibits
such participation through e-mode for item of
business (restricted items)

 Participation through e-mode on restricted items

allowed only if Quorum in meeting is physically
present

Note: No item under Companies Act, 2013 is a

restricted item as on date due to the omission of
Rule 4 of Meeting of BoD Rules.
 Notice of Meetings
8 Service of Notice  Notice in writing shall be given to every Director

By hand/ Speed Post / Registered Post / Fax / e-

mail / any other electronic means

 Postal address / Email ID registered by Director

with the Company / addresses appearing in DIN
Registration

 Director may specify specific means of delivery

of notice- shall be served in that mode only

However, for Shorter Notice company may

choose expedient mode of service

 Proof of sending of notice + its delivery shall be

maintained for a time period as decided by the
Board (not less than 3 yrs. From the date of the
meeting)

 Notice shall be given even if the meetings are held

on pre-determined dates / pre-determined
intervals.
9 Issuance of Notice  Notice to be issued by CS/ any Director or person
authorized by Board

10 Contents of Notice  Notice shall specify Sr. No., day, date, time and
full address of the venue of the Meeting

 Notice shall inform the Directors about the option

available to them to participate through Electronic
Mode and provide all information about the same.

 Notice shall contain contact no. or email address

of Chairman / CS or any other person to whom the
Director shall intimate about his presence through
e-mode.

11 Director’s  Director who intends to participate through

Intimation of electronic mode shall give sufficient prior
intention to intimation to Chairman / CS to enable them to
participate through make sufficient arrangements
electronic mode
 Director may intimate intention of participation
through Electronic Mode at the beginning of the
Calendar Year (valid for such Calendar Year)
  Such intimation shall not debar him from
participation in meeting in person – intimation of
the same to the company sufficiently in advance

 In case of absence of intimation (pt. 1 & 2)-

assumed that he will attend the meeting
physically.

12 Time Period for  Notice convening meeting shall be given atleast 7

sending Notice days before the date of the meeting

 Articles may prescribe longer period for sending

notice

 Notice sent by speed post / registered post-

additional 2 days shall be added for service of
notice (atleast 9 days)

 Notice of adjourned meeting shall be given to all

Directors

 Notice of adjourned meeting also required to be

given 7 days before meeting

Unless- date of meeting decided at the meeting

13 Agenda and Notes  Agenda setting out business to be transacted at the

on Agenda Meeting and Notes on Agenda shall be given to
Directors at least 7 days before the date of
meeting

 Articles may provide a longer period

 Shall be sent by hand/ Speed Post / Registered

Post / Fax / e-mail / any other electronic means

 Postal address / Email ID registered by Director

with the Company / addresses appearing in DIN
Registration

 Agenda and Notes to Agenda if sent by Speed

Post / Registered Post an additional 2 days shall
be added for service.

 Director may specify specific means of delivery

of Agenda and Notes to Agenda- shall be served
in that mode only
 However, for Shorter Notice company may
choose expedient mode of service

 Proof of sending Agenda and Notes to Agenda and

their delivery shall be maintained by company for
such period as may be decided by the Board (shall
not be less than 3 yrs. from the date of the
meeting)

 UPSI- Notes on items of business in the nature of

UPSI may be given at a Shorter Notice with the
consent of majority of Directors + shall include
at least 1 ID, if any.

 General Consent for giving UPSI Notes on

items of Agenda at shorter notice shall be taken
in the 1st meeting of Board held in each FY + also
when there are changes in Directors

 No general consent taken: consent shall be taken

before the concerned items are taken up for
consideration at the meeting. Fact of consent also
to be recorded in the Minutes.

 Supplementary notes on Agenda may be

circulated at or prior to the Meeting with the
permission of the Chairman + consent of majority
of the Directors present at the meeting (shall
include at least 1 ID, if any)
14 Items requiring Items of business requiring approval at the meeting
Approval shall be supported by a note setting out:

 Details of proposal
 Relevant Material Facts to enable Directors to
understand the meaning
 Scope and implications of proposal
 Nature of concern or interest of any Director
 Draft of Resolution

15 Numbering of items Each item of business shall be serially numbered

16 Items not included  Item not included in Agenda may be taken up

in Agenda with the permission of chairman + consent of
majority of Directors present in the meeting.

 Such decision shall be final only on its

ratification by majority of Directors of the
Company unless item was itself approved at the
meeting by majority.
17 Shorter Notice  To transact urgent business- Notice, Agenda and
Notes to Agenda may be given at shorter period
of time

 If at least 1 ID is present at such meeting

 If no ID Present- decision final only if circulated

to all Directors and ratified by atleast 1 ID

 If company doesn’t have any ID- decision final

only on ratification by majority of Directors
(unless decisions were approved at the meeting
itself by majority of Directors)

 Fact that meeting is being held at shorter notice

shall be stated in notice.

Frequency of Meetings
18 Board Meetings  At least 4 meetings in each Calendar Year
 Max interval of 120 days between any 2
meetings
 1st Board Meeting within 30 days of
incorporation
 OPC/ Small Company / Dormant Company /
Start-up (Private Company) holds atleast 1
meeting in each half of a Calendar Year; Gap of
at least 90 days between 2 meetings
 In case of Adjourned meeting- interval to be
counted from the date of the original meeting

19 Committee  Frequency of meetings and time interval as

Meetings prescribed by law/authority/ Board

Committees Meetings requirement under SEBI

LODR Regulations:

1. Audit Committee- Minimum 4 times a year gap

shall not exceed 120 days between the two
meetings;

2. NRC- Atleast 1 meeting in a year;

3. Stakeholder Relationship Committee- Atleast 1

meeting in a year;
 4. Risk Management Committee- Atleast 2
meetings in a year and gap shall not exceed 180
days between the two meetings.

20 Independent  At least 1 meeting in each FY without attendance

Directors of Non-Independent Directors and members of
Management

 For review of performance of Non-Independent

Directors and Board as a whole

 Review performance of Chairman

 Assess quality, quantity and timeliness of flow of

information between management and Board

 CS shall facilitate convening and holding of

meeting

 Notice, Minutes etc. to be maintained as per

company procedure

Quorum of Meeting

21 Presence  Quorum shall be present throughout the meeting

throughout and not just at the beginning

 Quorum requirement also for transacting

business

22 Interested Director  Interested Director- neither reckoned for

Quorum nor entitled to participate in respect of
item in which he is interested.
 Private Company exemption- Interested Director
to be counted for quorum and entitled to
participate upon disclosure of interest

Director treated to be interested if contract/

arrangement entered into/ proposed to be entered into
by company with:

 Body corporate- Director holds more than 2%

of PSC of Body Corporate or is promoter/
manager/ CEO of Body Corporate

 Firm or other entity- Director is a partner/

owner / Member of Firm or entity
  RPT- Director shall not be present at the meeting
whether physically or electronic during
discussion and voting on that item

23 Presence through  Directors present through e-mode counted for

electronic mode Quorum except restricted items

24 Quorum for Board  Higher of 1/3rd of the total strength or 2 Directors

Meetings
 Fraction rounded off to next one

 Articles may prescribe higher limit

 Total strength shall not include Director whose

places are vacant

 If no. of interested directors exceeds or equal to

2/3rd of total strength: remaining directors
present being not less than 2 shall be Quorum

 If meeting of Board could not be held for want of

quorum – meeting shall be automatically
adjourned to same day in the next week at the
same time and place (unless Articles provide
otherwise)

 If no Quorum at the adjourned meeting- meeting

shall be cancelled

25 No. of Directors  If no. of Directors reduced below min fixed by

reduced below Articles, no business shall be transacted unless
minimum no. is first made up by the remaining director or
through a GM

 No. of directors below Quorum fixed by Act

continuing Directors may act for purpose of
increasing the no. of directors or summoning GM
and for no other purpose.

26 Meetings of  Quorum for committee meetings shall be as

Committees specified by the Board (unless stipulated in the
Act / Articles / under any law).

 No such Quorum specified- presence of all

members is necessary

Quorum for committees Meetings requirement under

SEBI LODR Regulations:
 1. Audit Committee: Minimum 2 members or
1/3rd of members of Audit Committee
whichever is greater; at least 2 IDs;

2. NRC- Minimum 2 members or 1/3rd of

members whichever is greater, at least 1ID;

3. Risk Management Committee- Either 2

members or 1/3rd of members of the
committee whichever is higher; at least 1
member of Board in attendance.

Attendance at Meetings
27 Attendance  Attendance register shall be maintained for
Register meetings of Board and Committee

 Pg. of register shall be serially numbered

 Attendance register in loose-leaf form- shall be

bound periodically at least once in every 3 yrs.

28 Particulars of  Sr. No. and date of the meeting

Attendance
Register  Committee Meeting- name of Committee

 Place of meeting

 Time of meeting

 Names and Signatures of the Directors and CS

and persons attending by invitation

 Mode of presence of participants (physical or e-

mode)

 Attendance register shall be deemed to be signed

by Director participating through e-mode if
attendance is recorded in attendance register and
authenticated by CS/ Chairman / any other
Director present + participation to be recorded in
minutes.

 For Director present through e-mode: Chairman

shall confirm attendance + at the commencement
of meeting Chairman shall take roll call.
  For Director present through e-mode: Chairman
/ CS shall request Director to state his full name
and location where he is participating from and
record in minutes. Proceedings shall be recorded
through electronic recording mechanism.

29 Where should  Attendance Register shall be maintained at the

Attendance Register Registered Office or such other place as may be
be maintained? approved by Board

 Attendance Register may be taken to any place

where meeting of the Board or Committee is
held.

 Attendance Register shall be in the custody of the

CS / person authorized by Board

30 Who can access  Shall be open for inspection by the Directors

Attendance
Register?  Even after a person ceases to be Director- shall
be entitled to inspect attendance register held
during the period of his Directorship

 Secretarial Audit / Statutory Auditor may inspect

attendance register

 Member of Company not entitled to inspect

attendance register.

31 Preservation of  Shall be preserved for at least 8 FYs from the

Attendance date of last entry
Register
 May be destroyed thereafter with approval of
Board

32 Leave of Absence  Shall be granted to Director only when request

has been communicated to the CS / Chairman /
any other person authorized to issue notice

 Office of Director shall be vacant if Director

absents himself form all meetings during 12
months with/without seeking leave of absence
 Chairman
33 Chairman of Board  Chairman of the Company shall be Chairman of
Meetings Board. Director may elect any one of themselves
to be Chairman of Board

 Chairman shall conduct meetings of the Board

 If Chairman is unable to attend Meeting-

Directors present shall elect one of themselves to
chair and conduct the meeting (unless otherwise
provided in the Articles)

 Chairman to check with assistance of CS that

meeting is duly convened and constituted before
proceeding to transact the business

 Chairman shall encourage deliberations and

debate and assess the sense of meeting

 If Chairman is interested in an item- he shall

entrust the conduct of proceedings to any non-
interested director with consent of majority and
resume the chair after that item is transacted

 Private Company- Chairman may continue to

chair, reckoned for quorum and entitled to
participate after disclosure of interest

 Business is RPT- Chairman shall not be present

at the meeting during discussion and voting

 If Director participating through e-mode-

Chairman and CS shall ensure security and
identification procedures to record proceedings
and safe keeping of recordings

 No person other than Director shall be allowed

access to meetings where Directors participate
through e-mode.

 In case of differently abled director- may request

Board to allow a person to accompany him and
ensure that such person maintains confidentiality

 Chairman shall ensure that the Quorum is present

throughout the meeting
  Chairman shall announce summary of the
decision taken at the end of discussion on each
agenda.

 Chairman shall have casting vote in case of

equality of votes (Unless otherwise provided by
Articles)

34 Chairman for  Member of Committee appointed by Board or

Meeting of elected by Committee shall become Chairman of
Committees the Committee.

 If no Chairman- Committee can elect one of its

members to chair

 Articles may contain specific provisions

Passing of Resolution by Circulation

35 Passing of  Section 179 of the Act requires certain business
Resolution by to be approved only at Meeting of the Board
Circulation
 Other businesses that require urgent decision can
be approved by resolution passed by circulation.
Shall be deemed to be passed at a duly convened
meeting and have equal authority

36 Authority for  Chairman/ MD / any director other than

deciding if interested Director shall decide whether approval
resolution has to be of the Board for a business shall be obtained by
passed by means of Resolution by circulation
circulation
 If not less than 1/3rd of the total Directors require
resolution to be decided at a meeting- Chairman
shall table resolution at the Board Meeting
(Interested Directors not to be excluded for
calculation)

37 Procedure  Resolution proposed to be passed by circulation

shall be sent in draft with necessary papers to all
directors on the same day

 Draft resolution and papers may be circulated by

hand / speed post / registered post / courier / e-
mail / any other recognized electronic means.

 Proof of sending and delivery shall be

maintained for period decided by Board which
 shall not be less than 3 yrs. from the date of
circulation

 Each business proposed to be passed by

circulation- explained by note.

 Details in the note:

1. Details of proposal
2. Relevant material facts that enable the
Directors to understand the meaning, scope
and implications of the proposal
3. Nature of concern or interest of any Director
4. Draft Resolution proposed
5. Shall indicate how a director shall signify
assent or dissent to Resolution proposed
6. Date by which Director shall respond

 Each resolution shall be separately explained

 Decision of the Directors shall be sought for each

resolution separately

 Directors shall get max. 7 days from date of

circulation of draft resolution to respond

 Additional 2 days shall be added for service if

sent by speed post / registered post / courier.

38 Approval  Requires approval by majority

 Each resolution shall have a serial no.

 In case of special majority or affirmative rights
under Articles, resolution passed only with
assent of such majority or affirmative vote

 Interested Director not entitled to vote

 Resolution shall be deemed to be passed on

earlier of the following dates:

1. Last date for signifying assent/ dissent by

Directors;
2. Date on which assent has been received from
required majority- provided directors who
have not yet responded and directors who
desire to consider resolution at a Board
meeting shall not be 1/3rd
  Resolution may mention a particular date to be
effective date

 Directors can vote by signing resolution or by

email or other electronic means

 Director shall append date on which they have

signed

 If Director doesn’t append the date- date of

receipt by the Company shall be taken as date of
signing

 If director doesn’t respond on or before the last

date shall be presumed that the Director has
abstained from voting.

 If approval of majority not obtained till last date-

resolution shall not be passed.

39 Recordings of  Resolutions be noted at a subsequent Board

Resolution by Meeting and text with dissent or abstention shall
Circulation be recorded in Minutes

 Resolution by circulation shall not dispense

requirement of the Board to meet at specified
frequency

Minutes of the Meeting

40 Purpose  Every Company shall maintain minutes of Board

and Committee Meetings in minutes book
 Evidence proceedings

 Help in understanding deliberations and

decisions taken at the meeting

41 Maintenance of  Distinct minutes book shall be maintained for

Minutes Board meetings and each committee meetings

 Minutes may be maintained in physical or

electronic form

 Electronic minutes shall have timestamp and

maintained as per Act and Board

 Company shall follow uniform and consistent

form of maintaining minutes
  Deviation from format shall be authorized by
Board

 Pages of minutes book shall be consecutively

numbered

 If page or part thereof in Minutes book is left

blank- shall be scored out and initialed by
Chairman

 Minutes shall not be pasted or attached to

minutes book or tampered in any manner

 If maintained in loose leaf form: shall be bound

periodically depending on size and volume and
coinciding with one or more FYs of the
Company

 There shall be proper locking device to ensure

security and proper control to prevent
manipulation of loose leaves

 Shall be maintained at RO or such other place

approved by Board

42 Contents of Minutes  General Contents

1. Serial no. of meeting

2. Type of meeting

3. Name of Company

4. Day, date, venue and time of commencement

of meeting

5. Adjourned meeting for want of Quorum-

statement to that effect by Chairman

6. Names of Directors present physically or

through electronic mode, CS and Invitees

7. Name of Directors shall be listed in

alphabetical order or in any other logical
manner

8. List of Directors shall always start with the

name of the person in Chair
 9. Invitee- shall also state capacity in which
invitee attends and name of entity it
represents

10. Shall contain record of all appointments

made at the meeting (appointments of
Directors, First Auditors, KMP, Secretarial
Auditor, Internal Auditor, Cost Auditor)

 Specific Contents

1. Names of Directors present and mode of

attendance (electronic mode);

2. Director participating through e-mode-

particulars, location from where he
participated, consent to sign the statutory
registers placed at Meeting

3. Name of CS in attendance and Invitees for

specific items and mode of attendance
(electronic mode)

4. Record of election of Chairman of meeting

5. Record of presence of Quorum

6. Names of Directors who sought and were

granted leave of absence

7. Noting of Minutes of preceding Meeting

8. Noting Minutes of meetings of Committees

9. Text of Resolution passed by circulation

since last meeting including dissent or
abstention

10. Interested Director did not participate in

discussion and did not vote on interested item

11. RPT- Director was not present in meeting

during discussion and voting

12. Views of Directors (including IDs) provided

they are not defamatory of any person /
irrelevant / immaterial to proceedings/ not
detrimental to interest of Company in the
opinion of Chairman
 13. If Director participated only for a part of the
meeting- agenda items in which he didn’t
participate

14. Fact of dissent and name of Director who

dissented from resolution

15. Director who abstained from voting

16. Shorter Notice- Ratification by ID or

majority

17. Consideration of any item other than those

included in Agenda (with consent of majority
and ratification by majority)

18. Time of commencement and conclusion of

meeting

19. Resolution, decision taken, brief background

of all proposals, summary of deliberations.

20. For major decisions- rationale of decision

21. Resolution passed pursuant to Chairman’s

casting vote- minutes shall record such fact

Decisions taken statutorily or otherwise required- to

be recorded in Resolution form

Other cases- narrative form

43 Recording of  Fair and correct summary of proceedings

Minutes
(Style of writing)  CS shall record proceedings. No CS- person
authorized by Board or Chairman

 Chairman shall ensure proceedings are correctly

recorded

 Chairman has absolute discretion to exclude

matters that are defamatory of any person /
irrelevant / immaterial to proceedings/ not
detrimental to interest of Company

 Minutes shall be written in clear, concise and

plain language

 Minutes shall be written in third person and past

tense
  Resolutions shall be written in present tense

 Need not be exact transcript of proceedings

 If any Director requires his views or opinions to

be recorded verbatim- decision of Chairman to
do so or not shall be final

 If decision of Board is based on unsigned

document tabled or presented at the meeting that
were not part of the Notes on Agenda and
referred in the minutes- identified by initialing
the document by CS / Chairman

 Earlier Resolution is superseded or modified-

minutes shall contain specific reference to earlier
resolution or state supersession to all earlier
resolutions passed

44 Noting of Minutes  Minutes of meeting shall be noted at

immediately following Board Meeting

 Minutes of Committee Meeting shall be noted at

immediately following Board Meeting
45 Finalization of  Circulation
Date of BM Within
Minutes
15 days of Minutes
to all
Directors as
on date of
Comments from
meeting
Directors (present or
not at meeting) in
writing
 Proof of sending draft Minutes and delivery-
maintained for period decided by Board (not less
than 3 yrs. from date of BM)

 If director communicates comments after expiry

of period of 7 days- Chairman if authorized by
Board shall have discretion to consider

 No comment on minutes by Director- deemed

approval

 Director ceases to be director after meeting is

entitled to receive draft minutes of that meeting
 and give comments (irrespective if he was
present or not)

46 Entry in Minutes  Entered in Minutes Book within 30 days from

Book date of conclusion of BM

 Adjourned meeting- both minutes to be entered

within 30 days from date of respective meetings

 Date of entry of minutes in minutes book shall be

recorded by CS / any other person auly
authorised by Board or Chairman

 Minutes once entered in Minutes Book shall not

be altered.

 Any alteration shall be made only by express

approval of Board at the subsequesnt Meeting
and fact of alteration shall be recorded in
Minutes of subsequent meeting

47 Signing and Dating  Signed and dated by the Chairman of the meeting
of Minutes or Chairman of next meeting

 Minutes of prev meeting signed by Chairman of

such meeting at any time before the next meeting
or by the Chairman of next meeting at the next
meeting

 Chirman shall initial each page of Minutes, sign

last page and append to signature date on which
and place where he signed the Minutes

 Any blank space in a page between conclusion of

Minutes and signature of Chairman shall be
scored out.

 If minutes manintained in e-form, Chairman

shall sign the Minutes digitally

 Minutes once signed shall not be altered

 Signed Minutes shall be circulated to all

Directors within 15 days of signing of minutes.
Directors appointed thereafter shall also have
access.
  Proof of sending signed minutes and its delivery
shall be maintained by Company for period
decided by Board (not less than 3 yrs.)

48 Inspection of  Minutes of Board Meetings and Committee

Minutes Meetings can be inspected by Directors

 Can inspect minutes before his directorship

 Even after cessation- entitled to minutes during

his period

 CS / official of company authorised by CS shall

take precausions ro ensure that the Minutes book
is not mautilated or tampered during inspection

 Member of Company not entitled to inspect

49 Extracts of Minutes  Extracts shall be given only after Minutes have

been duly entered in Minutes Book

 Certified True Copy of Resolution passed may be

issued even earlier if text has been placed at
meeting

50 Preservation of  Minutes of all meetings shall be maintained

Minutes and other permanently in physical or electronic form with
Records timestamp

 If company merged/ amanlagamated with other-

minutes of meetings of transferor shall be
preserved permanently by trnasferee company

 Office copies of Notices, Agenda, Notes to

Agenda and other related papers shall be
preserved for as long as they remain current or
for 8 FYs whichever is later. Destroyed only with
Board approval.

 Minutes shall be in custody of CS / any director

duly authorised for the purpose by Board.