Guidance Note - ICSI

1 Guidance NoteonMeetings of theBoard of Directors(ii)OCTOBER 2017 Price : Rs. 300/-(Exluding postage) THE INSTITUTE OF COMPANY SECRETARIES OF INDIAAll rights reserved. No part of this Publication may be translated or copied inany form or by any means without the prior written permission of TheInstitute of Company Secretaries of by :THE INSTITUTE OF COMPANY SECRETARIES OF INDIAICSI House, 22, Institutional Area, Lodi Road,New Delhi 110 003 Phones: 011-4534 1000, 4150 4444 Fax+91-11-2462 at :Chandu Press/250/October 2017(iii)PREFACE TO REVISED EDITIONS ection 118 (10) of the Companies Act, 2013 requires every company to observeSecretarial Standards with respect to General and Board Meetings specified bythe Institute of Company Secretaries of India (ICSI) and approved as such by theCentral Government.

2 The Secretarial Standards on Meetings of the Board ofDirectors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued bythe Institute of Company Secretaries of India (ICSI) under Section 118(10) of theCompanies Act, 2013 are effective 1st July, then the SS-1 and SS-2 have been revised by the ICSI and approved bythe Central Government under Section 118(10) of the Companies Act, 2013,which are applicable 1st October, facilitate the compliance and smooth implementation of revised SecretarialStandard on Meetings of the Board of Directors (SS-1), this revised GuidanceNote elucidate the basis for setting the particular Standard, explain the procedural& practical aspects thereof and gives illustrative examples.

3 This Guidance Notesalso integrate the responses to various issues/queries raised by thestakeholders. In this Guidance Note, the applicable provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 are given in special(three layers) boxes at the respective places. These do not form part of theSecretarial Standard and included herein for the purpose of Guidance place on record my sincere thanks to CS Pavan Kumar Vijay, Chairman and allthe Members of Secretarial Standards Board during the year 2017-18 (listenclosed) in finalisation of this revised Guidance Note on Meetings of theBoard of commend the dedicated efforts put in by CS Anamika Chaudhary, DeputyDirector and CS Rakesh Kumar, Executive (Academics)

4 In preparing this revisedGuidance Note on Meetings of the Board of Directors, under the leadership ofCS Banu Dandona, Joint Director and overall Guidance of CS Dinesh ChandraArora, Secretary, ICSI.(iv)I am confident that this Guidance Note will be of practical value to allstakeholders in ensuring the compliance and implementation of revised SS-1in true letter and is a continuous process and equally applicable to this GuidanceNote. I would personally be grateful to the readers to offer their suggestions/comments for further refinement of this : New DelhiCS (Dr.) Shyam AgrawalDate: Institute of Company Secretaries of India(v)Secretarial Standards Board(2017-18)ChairmanPavan Kumar Vijay, Past President, ICSIM ember (s)Anil Kumar Murarka, Past President, ICSIAmit Gupta, Practising Company Secretary, LucknowB.

5 Shanmugasundaram, AGM (Secretarial)- Sundram Fasteners Mehta (Ms.), Practising Company Secretary, MumbaiGeetika Anand (Ms.), CS & Compliance Officer, Aditya Birla Fashion and Retail Gupta, Founder & MD, Stakeholders Empowerment ServicesMilind B. Kasodekar, Practising Company Secretary, PuneN. Hariharan, Vice President (Secretarial) & CS, Larsen & Toubro Shankar, Executive Vice President & CS, Mahindra & Mahindra Kanchinadham, Company Secretary, Tata Steel Ravi, Past President, ICSIR ajiv Bajaj, Council Member-ICSIRaju Ranganathan, Former CS & ED (Law), Indian Oil Corporation Singhi, Senior Deputy Company Secretary, ITC Vaudeva, Practising Chartered Accountant, Rajadhyaksha, Consultant,Tata Capital Financial Services Sudhakar, Vice President - Corporate Secretarial, Reliance Industries Parekh (Ms.)

6 , Chief Legal & CS, Pidilite Industries C. Setia, Company Secretary, DLF LimitedShujath Bin Ali, General Counsel & CS, Parexel International- IndiaVineet K. Chaudhary, Council Member-ICSIR epresentative MembersC. S. GovindarajanRepresentative of MCAC. D. SrinivasanRepresentative of RBIP radeeep RamakrishananRepresentative of SEBIG irish Joshi Representative of BSE(vi)S. MadhavanRepresentative of MadaanRepresentative of ASSOCHAMB. MurliRepresentative of FICCIAjay VaidyaRepresentative of CIIP awan Kumar RustagiRepresentative of PHD Chamber ofCommerce & IndustryK. Sripriya (Ms.)

7 Representative of ICAIAmit Anand ApteRepresentative of ICAI (CMA)(vii)PREFACES ecretarial Standards are a codified set of good governance practices whichseek to integrate, harmonize and standardise the diverse secretarial practicesfollowed by companies with respect to conduct of Meetings and playindispensable role in enhancing the corporate culture and governance acrossthe organisations. Secretarial Standards help in improved governance andcompliance, confidence building in minds of investors which ultimately lead toflow of capital in India and achieving the government s objective of Make Secretarial Standard on Meetings of the Board of Directors (SS-1) has beenintroduced under the legal umbrella of Companies Act, 2013 which is first of itskind in the world.

8 Section 118(10) of the Companies Act, 2013 makes it mandatoryfor companies to comply with the Secretarial is a recognition and also an onerous responsibility on the profession ofCompany Secretaries and the ICSI, as the Company Secretaries in employmentas well as in practice are entrusted to ensure the compliance with the applicableSecretarial facilitate the compliance of Secretarial Standard on Meetings of the Board ofDirectors (SS-1) by the Corporates, their Board, Management and Professionals,the Institute has brought out this Guidance Note. It elucidates, wherevernecessary, the basis for setting the particular Standard, explains its ingredientsand gives illustrative examples.

9 This Guidance Note also addresses the variousissues/queries/concerns raised by the stakeholders after the issuance ofSecretarial place on record my sincere thanks to CS Pavan K. Vijay, Chairman and all theMembers of the Secretarial Standards Board (SSB) during the year 2015-16 (listenclosed) for their tireless efforts in preparation and finalisation of this GuidanceNote on Meetings of the Board of also place on record my sincere gratitude to CS N J N Vazifdar, CS AshokChhabra and CS S V Subramanian, former Chairmen of SSB and all members ofSSB till date for theirefforts in preparation of Secretarial Standards.

10 My sincere(viii)thanks also to Members of SSB during the year 2014-15 (list enclosed) whenthe Guidance Note on Meetings of Board of Directors was conceptualised andpreliminary draft of Guidance Note was commend the dedicated efforts put in by Secretariat of SSB under the leadershipof CS Alka Kapoor, Joint Secretary and under the overall Guidance of CS SutanuSinha, Chief Executive & Officiating urge upon the Corporates and my professional colleagues to follow thepractices as enunciated in the Secretarial Standard on Meetings of the Board ofDirectors in the light of this Guidance Note issued by the ICSI so as to promulgategood Corporate is a continuous process and therefore, suggestions of the readersto improve this publication are most : New DelhiCS Atul H MehtaDate: President, ICSI(ix)Secretarial Standards Board(2015-2016)ChairmanPavan K.