An analysison

Secretarial Standards Board Meeting

General Meeting

Get in Touch: 201/B, Helix Complex, Opp. Hotel Surya, Sayajigunj, Vadodara-05 (Guj.). info@mbuha.com +91 88 666 22 111

www.mbuha.com

2

Applicable to all Companies

Meeting of Committee also governed

Exemption to OPC

Board/Committee Meeting (SS-1)

1. Applicability: All Companies incorporated in India

2. Exemption: One Person Company (OPC) in which there is one Director on the Board. Kindly note that the OPC having more than One Director shall require to Comply with SS-1.

3. Extent of Operation: The SS-1 also applicable to Meeting of Committee of the Board.

4. Conveying the Meeting:……………............................

4.1 Authority for calling meeting: 4.1.1 Without requisition of the Director: any Director of the Company at any

time 4.1.2 With requisition of the Director: Company Secretary (implied) and in

absence of Company Secretary by any other person authorised by the Board shall convene Board Meeting subject to condition that they should consult Chairman of the Board in his absence Managing Director or in his absence Whole-time Director of the Board unless otherwise provided in Articles of Association of the Company.

4.2 Adjournment Powers vested to Chairman: Chairman having power to adjourn Board Meeting at any stage unless dissented to or objected by majority of Directors present at the meeting.

4.3 Time, Place, Mode and Serial Number of Meeting: 4.3.1 Every Meeting should have a serial number. 4.3.2 A meeting of the Board/Committee or adjourned

thereof shall not be held on national holiday 4.3.3 A meeting of the Board / Committee may be held

anywhere across the globe and may held at any time. Kindly note that no restriction imposed on venue and time for conveying or conducting the meeting.

It should be serial number

Never be on national holidays

It could be anywhere across the globe

No time bar for holding

Key Highlights

3

Director may specify particular

mode of delivery of Notice & Agenda

Proof of Sending and Delivery shall

be maintained

by the Company

Notice shall be Serially numbered

4.3.4 Meeting through electronic mode: 4.3.4.1 Notice shall clearly specify venue. 4.3.4.2 Restricted agenda for e-participation in Board Meeting:

a. Approval of annual financial statement; b. Board’s Report; c. Prospectus; d. Matter relating to amalgamation, merger, acquisition, takeover etc.

4.3.4.3 Restricted agenda for e-participation in Audit Committee: a. Approval of annual financial statement

4.4 Notice: 4.4.1 Notice, Agenda and notes on Agenda shall

be given to every Director by hand, or speed post or registered post or by courier or e-mail or by any other electronic means.

4.4.2 In absence of / unavailability of address or e-mail id, than it should be sent to address appearing in Director Identification Number (DIN) registration of the Director.

4.4.3 Proof of sending of Notice, Agenda and notes on Agenda and its delivery shall be maintained by the company.

4.4.4 Notice shall specify serial number, day, date, time and full address of the venue of the meeting.

4.4.5 Notice shall be issued by CS or in his absence any Director / Person duly authorised by the Board for the purpose.

4.4.6 Notice, Agenda and notes on Agenda shall be given at least 7(seven) days before the meeting (unless AOA prescribes the longer period). Additional 2(Two days) shall be added if notice is served through speed post or registered post or courier.

4.4.7 Notice of adjourned meeting shall be given to all the directors (whether present or not in the originally Convened meeting).If date of adjourned meeting is not decided then notice shall be given not less than 7(seven) days before the meeting.

4.4.8 Notice, Agenda and notes on Agenda shall be sent to original director even if it is sent to Alternate director.

4.4.9 Notes on items of business relating to unpublished price sensitive information may be given at shorter period with consent of majority

director/s (including one Independent director). 4.4.10 Each item of business taken up for meeting shall be

serially numbered.

Director’s Interest shall be disclose in the Notes to the

Agenda.

4

Quarterly

Yearly

Present throughout the meeting

Interested Director shall not be counted

Even quorum not present at Adjourned meeting then it stands cancelled

Presence of all members of the Committee mandatory for Quorum

5. Frequency of Meetings:…………………………………….

5.1 Meetings of the Board: 5.1.1 Board shall meet at least once in every calendar quarter.

(Maximum interval of one hundred and twenty days between two consecutive meetings). At least 4 (four) meetings shall be held in a Calendar year.

5.1.2 First Board meeting shall be held within 30 (Thirty) days of the incorporation of the company.

5.1.3 One Person Company, small company or Dormant Company requires holding one meeting in each half of a calendar year (Gap between two meetings is not less than ninety days).

5.2 Meetings of Committees: 5.2.1 Committees shall meet as often as necessary subject to minimum number and

frequency stipulate by Board or any law or authority.

5.3 Meeting of Independent Directors: 5.3.1 Independent directors shall meet at least once in a calendar year. 5.3.2 Company Secretary shall facilitate conveying and holding of such meeting, if

desired by the Independent directors.

6. Quorum:…………………………………………………………

6.1 Quorum shall be present throughout the meeting including commencement of meeting and also while transacting business.

6.2 Director shall not be counted in quorum in the item of business in which he/ she is interested.

6.3 Meetings of the Board: 6.3.1 Quorum of Board meeting shall be one third of total

strength of the board, or 2(Two) directors, whichever is higher.

6.3.2 If meeting could not be held for the want of quorum, then, unless otherwise provided in the Articles, the meeting shall be adjourned to the same day in the next week, at same time and place.

6.3.3 If there is no quorum at the adjourned meeting also, the meeting shall stand cancelled.

6.4 Meetings of Committees: 6.4.1 Presence of all the committee members is necessary to form

the quorum unless otherwise stipulated in the Act or any other law or the Articles or by the Board.

7. Attendance at meetings:………………………………… 7.1 Attendance registers:

7.1.1 Separate attendance registers shall be maintained for Board and Committee Meetings.

7.1.2 Pages of attendance registers shall have serial number.

7.1.3 The Chairman shall confirm attendance of the Director/s who is/are participating through electronic mode.

1 4

2 or1/3 ^

Separate attendance Register for Board and Committee meetings

Pages shall be serially numbered

It may be maintained in loose-leaf

5

7.1.4 Maintained at: Attendance register shall be maintained at the Registered Office of the company or any place approved by the Board.

7.1.5 Inspection: Attendance register can be inspected by the directors, Company Secretary in practice, Secretarial Auditor or the Statutory Auditor. A member of the company is not entitled to inspect attendance register.

7.1.6 Authentication: Entries in the attendance register shall be authenticated by the Company Secretary or Chairman (where there is no Company Secretary).

7.1.7 Preservation: Attendance register shall be preserved for a period of eight financial years (may be destroyed thereafter with the approval of the Board).

7.1.8 Custody: Attendance Register shall be in the custody of Company Secretary, if any, otherwise with Director authorised by the Board.

7.2 Leave of absence: 7.2.1 Request for Leave of absence must be communicated to Company Secretary, if

any, or Chairman. The office of Director shall become vacant if director do not attend any of the board meeting held during the period of twelve months or without seeking leave of absence of the Board.

8. Chairman:…………………………… 8.1 Meetings of the Board: 8.1.1 The Chairman of the company shall be

Chairman of the Board (if there is no Chairman then Directors may elect one among themselves to act as a Chairman).

8.2 Meetings of Committees: 8.2.1 A member of Committee appointed either by

the Board or elected by the Committee shall act as a Chairman of the Committee.

9. Passing of Resolution by Circulation:…………………

Business that requires urgent decisions can be approved by means of resolutions passed by circulation. It shall have equal authority as of a duly convened meeting of the Board.

9.1 Authority: 9.1.1 The Chairman or in his absence, the Managing Director or in his absence,

Whole time Director and where there is none, any Director (except Interested

If the Chairman interested in any of the transaction taken-up during the meeting, he should left the meeting till the discussion on transaction completed by remaining directors then after resume the meeting and take the chair.

6

Director), shall decide whether the approval of the Board shall be obtained by means of Resolution by circulation.

9.1.2 Where one-third of the total number of directors requires that the resolution shall be passed at a meeting, the Chairman shall put such resolution for consideration at a Board meeting.

9.2 Procedure: 9.2.1 A draft copy of the resolution to be passed by way of circulation shall be sent

along with necessary document to all the Directors (including Interested Directors) on the same day by hand delivery or speed post or registered post or courier or by e-mail(any other recognised electronic means).

9.2.2 Proof of sending and delivery thereof shall be maintained by the company. 9.2.3 Each business shall be explained by way of note. Even a note shall indicate

the way to director to signify their assent or dissent and the date by which director shall respond.

9.2.4 Each resolution shall be separately explained and decision for each resolution shall be sought separately.

9.2.5 At most 7(seven) days from the date of circulation of the draft of the resolution shall be given to the directors to respond.

9.3 Approval: 9.3.1 The resolution must be passed when it is approved by majority of the directors

entitled to vote. 9.3.2 Every resolution should be serially numbered. 9.3.3 An Interested director shall not be entitled to vote. 9.3.4 The date of passing of resolution shall be deemed to be the last date signifying

assent or dissent by the director or the date on which assent from more than two-third of the directors has been received (whichever is earlier) and shall be effective from that date, if no other effective date is specified in such resolution.

9.3.5 Director shall append the date while signing the resolution. In absence of such date, the date of receipt of signed resolution shall be considered as date of signing.

9.3.6 In case the Director does not respond on or before the last date specified for signifying assent or dissent, it shall be presumed that the Director has abstained from voting.

9.4 Recording: 9.4.1 The note of passing the resolution by circulation must be taken at the next

Board meeting. 9.4.2 The dissent and abstention shall be recorded in the minutes.

9.5 Validity: 9.5.1 Resolution passed by way of circulation shall be considered valid as if it had

been passed at a duly convened Board meeting. 10. Minutes:…………………………………………………………

Every company shall keep minutes of all the Board and committee meetings in a minute book.

10.1 Maintenance of Minutes: 10.1.1 A separate minutes book shall be maintained

for Board meetings and the Committees framed by the Board.

10.1.2 Minutes in physical or in electronic form shall be maintained with the timestamp.

Assent or Dissent communicated within 7 days

Minutes in electronic form allowed, but, it

should be maintained with

timestamp

7

Time of Commencement and conclusion of meeting shall be disclosed in the minutes

In case of adjourned meeting, two separate minutes to be prepare, one for Original and another for adjourned.

Name of Invitees shall be write in the minutes

The name of the Directors shall be listed in alphabetical order or any other logical manner, but in either case starting with the name of the Chairman.

10.1.3 Pages of Minutes book shall be serially numbered and if any page is left blank, it shall be scored out and initialled by the Chairman who signs the minutes.

10.1.4 Minutes shall not be pasted or attached to the Minutes book or tampered with in any manner.

10.1.5 Minutes shall be kept at Registered Office or other place as approved by the Board.

10.2 Contents of Minutes: 10.2.1 Minutes shall state serial number and type of meeting, name of the company,

day, date, venue and time of commencement and conclusion of the meeting. 10.2.2 If meeting is adjourned, minutes of both original and adjourned meeting shall

be entered. 10.2.3 The name of the Directors shall be listed in alphabetical order or any other

logical manner, but in either case starting with the name of the Chairman. 10.2.4 Apart from resolution or decision, minutes shall also contain brief

backgrounds of all the proposals.

10.3 Recording of Minutes: 10.3.1 The Company Secretary shall record the proceedings of the meetings. If there

is no Company Secretary any person authorised by the Board or Chairman shall record the proceedings.

10.3.2 Minutes shall be written in third person and past tense; however resolution shall be in present tense.

10.4 Finalisation of Minutes: 10.4.1 Draft minutes shall be circulated within 15 (Fifteen) days from the date of

conclusion of the meeting of the Board or the Committee by way of hand delivery or speed post or registered post or courier or by e-mail.

10.4.2 Proof of sending draft minutes and its delivery shall be maintained by the company.

10.4.3 The Directors (whether present or not during the meeting) shall communicate their comments in writing on the draft minutes within 7 (seven) days.

10.4.4 The minutes shall be finalised and entered in the Minutes book within 30 (thirty) days.

Minutes shall be written in third person and past tense; however

resolution shall be in present tense

8

10.5 Entry in the Minutes book: 10.5.1 Minutes shall be entered within 30 (thirty) days from the date of conclusion of

the meeting. 10.5.2 Any entry in the minutes book shall not be altered; however if required, it can

be altered only by way of express approval of the Board at its subsequent meeting.

10.6 Signing and Dating of Minutes: 10.6.1 Minutes shall be signed and dated by the Chairman of the meeting or by the

Chairman of the next meeting. 10.6.2 The Chairman shall initial each page and sign the last page and append there

to the date and place of signing minutes. 10.6.3 A copy of signed minutes certified by the Company Secretary or by authorised

Director, if there is no Company Secretary, shall be circulated to all the Directors within 15 (Fifteen) days after these are signed.

10.7 Inspection and Extracts of Minutes: 10.7.1 A director is entitled to inspect the minutes

of a meeting held before his Directorship. 10.7.2 A director is entitled to inspect the minutes

of a meeting held even after he ceases to be a Director.

10.7.3 Extracts of the minutes shall be given only after the minutes have been duly entered in the Minutes book; however certified copy of any resolution may be issued even earlier.

10.8 Preservation of minutes and other record: 10.8.1 Minutes of all the meetings shall be preserved permanently in physical or in

electronic form with Timestamp. 10.8.2 Office copy of notice, agenda , notes on agenda and other related paper shall

be preserved for as long as they remain current or for 8 (eight) financial years (whichever is later). It may be destroyed with the approval of the Board thereafter (and permission of Central Government where it is applicable).

11. Disclosure:…………………………………………………….. The Annual Report and Return of a company shall disclose the number and

dates of the Board and Committees meetings held during the financial year.

A director is entitled to inspect the

minutes of a meeting held before his

Directorship.

A director is entitled to inspect the minutes of a meeting held even after he ceases to be a Director.

9

Thank You

Get in TOUCH 201/B, Helix Complex, Opp. Hotel Surya, Sayajigunj, Vadodara-05 (Guj.)

info@mbuha.com

+91 73 8350 8350 © 2015 M. BUHA & CO. all rights are reserved

Disclaimer: The information/data contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavour to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act upon such information without appropriate professional advice after a thorough examination of the particular situation. Views expressed in this Article is purely of M. BUHA & CO. it may vary. M. BUHA & CO. or its Staff will not be responsible for any judgement or stand taken by you considering this Article.

Compiled by: Aayushi Shah