SS - 1 SECRETARIAL STANDARD ON MEETINGS OF …

1 SS - 1 SECRETARIAL STANDARDONMEETINGS OF THEBOARD OF DIRECTORSI ssued byThe Institute of Company Secretaries of Indiaandapproved by the Central Governmentunder Section 118(10) of the Companies Act, 2013(Revised version effective from October 1st, 2017)(ii)First version : April 2015 (effective from 1st July, 2015)Second version (Revised) : June 2017 (effective from 1st October, 2017)Price : Rs. 50/-(Exluding postage)Issued 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 (iii)C O N T E N T SPg. a of at of Resolution by of Minutes and other DATE25 Annexure A 26 Illustrative list of items of business which shall not be passed bycirculation and shall be placed before the Board at its MeetingAnnexure B 29 Illustrative list of items of business for the Agenda for the First Meetingof the Board of the company1 SECRETARIAL STANDARDONMEETINGS OF THE BOARD OF DIRECTORSThe following is the text of the SECRETARIAL STANDARD -1 (SS-1) on MEETINGS of theBoard of Directors , issued by the Council of the Institute of Company Secretariesof India and approved by the Central by a company to this SECRETARIAL STANDARD is mandatory, as per theprovisions of the Companies Act, 2013.

2 (In this SECRETARIAL STANDARD , the STANDARD portions have been set in boldtype. These shall be read in the context of the background material whichhas been set in normal. Both the STANDARD portions and the backgroundmaterial have equal authority).INTRODUCTIONThis STANDARD prescribes a set of principles for convening and conductingMeetings of the Board of Directors and matters related STANDARD is applicable to the MEETINGS of Board of Directors of all companiesincorporated under the Act except One Person Company (OPC) in which thereis only one Director on its Board and a company licensed under Section 8 ofthe Companies Act, 2013 or corresponding provisions of any previous , Section 8 companies need to comply with the applicable provisionsof the Act relating to Board principles enunciated in this STANDARD for MEETINGS of the Board of Directorsare also applicable to MEETINGS of Committee(s)

3 Of the Board, unless otherwisestated herein or stipulated by any other applicable Guidelines, Rules SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF DIRECTORS2 This STANDARD is in conformity with the provisions of the Act. However, if, due tosubsequent changes in the Act, a particular STANDARD or any part thereof becomesinconsistent with the Act, the provisions of the Act shall following terms are used in this STANDARD with the meaning specified: Act means the Companies Act, 2013 (Act No. 18 of 2013) or any previousenactment thereof, or any statutory modification thereto or re-enactment thereofand includes any Rules and Regulations framed thereunder. Articles means the Articles of Association of a company, as originally framedor as altered from time to time or applied in pursuance of any previous companylaw or the Companies Act, 2013.

4 Calendar Year means calendar year as per Gregorian calendar a periodof one year which begins on 1st January and ends on 31st December. Chairman means the Chairman of the Board or its Committee, as the casemay be, or the Chairman appointed or elected for a Meeting. Committee means a Committee of Directors mandatorily required to beconstituted by the Board under the Act. Electronic Mode in relation to MEETINGS means MEETINGS through videoconferencing or other audio-visual means. Video conferencing or other audio-visual means means audio-visual electronic communication facility employedwhich enables all the persons participating in a Meeting to communicateconcurrently with each other without an intermediary and to participateeffectively in the Meeting.

5 Invitee means a person, other than a Director and Company Secretary, whoattends a particular Meeting by invitation. Maintenance means keeping of registers and records either in physical orelectronic form, as may be permitted under any law for the time being in force,and includes the making of appropriate entries therein, the authentication ofsuch entries and the preservation of such physical or electronic records. Meeting means a duly convened, held and conducted Meeting of the Boardor any Committee thereof. Minutes means a formal written record, in physical or electronic form, of theproceedings of a SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF DIRECTORS3 Minutes Book means a Book maintained in physical or in electronic form forthe purpose of recording of Minutes.

6 National Holiday means Republic Day 26th January, Independence 15th August, Gandhi Jayanti 2nd October and such other day as may bedeclared as National Holiday by the Central Government. Original Director means a Director in whose place the Board has appointedany other individual as an Alternate Director. Quorum means the minimum number of Directors whose presence isnecessary for holding of a Meeting. SECRETARIAL Auditor means a Company Secretary in Practice or a firm ofCompany Secretary(ies) in Practice appointed in pursuance of the Act to conductthe SECRETARIAL audit of the company. Secured Computer System means computer hardware, software, andprocedure that (a) are reasonably secure from unauthorized access and misuse;(b) provide a reasonable level of reliability and correct operation;(c) are reasonably suited to performing the intended functions; and(d) adhere to generally accepted security procedures.

7 Timestamp means the current time of an event that is recorded by a SecuredComputer System and is used to describe the time that is printed to a file orother location to help keep track of when data is added, removed, sent and expressions used and not defined herein shall have the meaningrespectively assigned to them under the STANDARD1. Convening a Any Director of a company may, at any time, summon aMeeting of the Board, and the Company Secretary or wherethere is no Company Secretary, any person authorised bythe Board in this behalf, on the requisition of a Director, shallconvene a Meeting of the Board, in consultation with theSS-1 SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF DIRECTORS4 Chairman or in his absence, the Managing Director or in hisabsence, the Whole-time Director, where there is any, unlessotherwise provided in the The Chairman may, unless dissented to or objected by themajority of Directors present at a Meeting at which a Quorumis present.

8 Adjourn the Meeting for any reason, at any stageof the Day, Time, Place, Mode and Serial Number of Every Meeting shall have a serial A Meeting may be convened at any time and place, on of the Meeting shall clearly mention a venue, whether registered officeor otherwise, to be the venue of the Meeting and all the recordings of theproceedings of the Meeting, if conducted through Electronic Mode, shall bedeemed to be made at such Any Director may participate through Electronic Mode in aMeeting unless the Act or any other law specifically prohibitssuch participation through Electronic Mode in respect of anyitem of shall not participate through Electronic Mode in the discussion oncertain restricted items.

9 Such restricted items of business include approval ofthe annual financial statement, Board s report, prospectus and matters relatingto amalgamation, merger, demerger, acquisition and takeover. Similarly,participation in the discussion through Electronic Mode shall not be allowed inMeetings of the Audit Committee for consideration of annual financial statementincluding consolidated financial statement, if any, to be approved by the Notice in writing of every Meeting shall be given to everyDirector by hand or by speed post or by registered post orby facsimile or by e-mail or by any other electronic Notice shall be sent to the postal address or e-mail address, registered bythe Director with the company or in the absence of such details or any changethereto, any of such addresses appearing in the Director Identification Number(DIN)

10 Registration of the a Director specifies a particular means of delivery of Notice, the Notice shallSS-1 SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF DIRECTORS5be given to him by such means. However, in case of a Meeting conducted at ashorter Notice, the company may choose an expedient mode of sending of sending Notice and its delivery shall be maintained by the companyfor such period as decided by the Board, which shall not be less than threeyears from the date of the Notice shall be issued by the Company Secretary or wherethere is no Company Secretary, any Director or any otherperson authorised by the Board for the The Notice shall specify the serial number, day, date.