TMI BlogMeetings of the Board of DirectorsX X X X Extracts X X X X X X X X Extracts X X X X ..... he properties and assets of the company. They owe a duty to the shareholders and should exercise care, skill and diligence in the discharge of their functions and in the exercise of the powers vested in them. All the powers vested in Directors are exercisable by them only collectively. As an individual Director, no Director has the power to act on behalf of the company unless such powers have been delegated to him by the Board. Definitions The following terms are used in this Standard with the meaning specified: Act means the Companies Act, 1956 (1 of 1956) , or any statutory modification or re-enactment thereof and includes any Rules and Regulations framed thereunder. Article means the Articles of Association of a company, as originally framed or as altered from time to time, including, where they apply, the Regulations contained in the Tables in Schedule I to the Act. Board means the Board of Directors of a company. Chairman means the Chairman of the Board, or the Chairman appointed or elected for a Meeting. Committee means a Committee of the Board. Disinterested Director means a Director who is not an Interested Director . Interested D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etermined intervals. 1.2-4 Unless the Articles prescribed a longer notice period, Notice should be given atleast fifteen days before the date of the Meeting. Notice need not be given of an adjourned Meeting other than a Meeting that has been adjourned sine die . However, Notice of the reconvened adjourned Meeting should be given to those Directors who did not attend the Meeting which had been adjourned. 1.2-5 No business should be transacted at a Meeting if Notice in accordance with this Standard has not been given. 1.2-6 The Agenda, setting out the business to be transacted at the Meeting, and Notes on Agenda should be given at least seven days before the date of the Meeting. 1.2-7 Each item of business should be supported by a note setting out the details of the proposal and, where approval by means of a Resolution is required, the draft of such Resolution should be set out in the note. 1.2-8 The Notice, Agenda and Notes on Agenda may be given at shorter periods of time than those respectively stated above, if the majority of members of the Board or of the Committee, as the case may be, agree. The proposal to hold the Meeting at a shorter notice should be state ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... en the Quorum is not so present. The Quorum for a Meeting of the Board should be one-third of the total strength of the Board (any fraction contained in that one-third being rounded off as one), or two Directors, whichever is higher. Where the requirements for the Quorum, as provided in the Articles, are stricter, the Quorum should conform to such requirements. If the number of interested Directors exceeds or is equal to two-thirds of the total strength, the remaining Directors present at the Meeting, being not less than two, should be the quorum during such time. 3.1-2 Where the number of Directors is reduced below the minimum fixed by the Articles, no business should be transacted unless the number is first made up by the remaining Director(s) or through a general meeting. If a Meeting of the Board could not be held for want of quorum, then, unless the Articles otherwise provide, the Meeting should automatically stand adjourned to the same day in the next week, at the same time and place or, if that day is a public holiday, to the next succeeding day which is not a public holiday, at the same time and place. 3.2 Meetings of Committees The presence of all th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er disinterested Director and resume the Chair after that item of business has been transacted. 5.2 Meetings of Committees The Board, while constituting any Committee, should also appoint the Chairman of that Committee, unless such appointment is to be made in pursuance of any other applicable guidelines, Rules or Regulations. 6. Passing of resolution by Circulation 6.1 A Resolution proposed to be passed by circulation should be sent in draft, together with the necessary papers, individually to all the Directors or, in the case of a Committee, to all the members of the Committee. The Act requires certain matters to be approved at Meetings of the Board of Directors only. Though the Act permits that all other matters can be approved by means of Resolutions by circulation, it would be appropriate if only those matters, which are of an urgent nature are approved by means of Resolutions by circulation. 6.2 The draft Resolution to be passed by circulation and the necessary papers should be circulated by hand, or by post, or by facsimile, or by e-mail or by any other electronic mode. 6.3 The Resolution should be deemed to have been passed on the date on which it i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es that Minutes of the proceedings should be entered in the Minutes Book within thirty days of the Meeting, there is no prescribed time limit within which such Minutes have to be signed. They could be signed beyond a period of thirty days if the succeeding Meeting is held after a period of thirty days from the date of the earlier Meeting. However, it is also not obligatory to wait for the next Meeting in order to have the Minutes of the previous Meeting signed. Such Minutes may be signed by the Chairman of the Meeting at any time before the next Meeting is held. The Minutes of Meetings of the Board can be inspected only by the Directors. While the Auditor or Cost Auditor of the company or secretary in whole-time practice appointed by the company can also inspect the Minute Books in the course of audit or certification, a member of the company has no right to inspect the Minutes of Meetings of the Board or any Committee thereof. Officers of the Registrar of Companies, or other Government or regulatory bodies duly authorised in this behalf under law, during the course of an inspection, can also inspect the Minutes. 8.5 Minutes should not be pasted or attached to the Minutes Boo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 10.2 Where, under a scheme of arrangement, a company has been merged or amalgamated with another company, the Minutes of all Meetings of the Board and Committees of the transferor company should be preserved permanently by the transferee company, notwithstanding the fact that the identity of the transferor company may not survive such arrangement. 10.3 Office copies of Notices, Agenda and Notes on Agenda and other related papers should be preserved in good order for as long as they remain current or for ten years, whichever is later, and may be destroyed thereafter under the authority of the Board. 11. Disclosure The Annual Report of a company should disclose the number of Meetings of the Board and Committees held during the year indicating the number of Meetings attended by each Director. Effective Date This standard shall come into effect from 13th December, 2001. Annexure A Illustrative list of items of business which should be placed before the Board 1. Calls on shareholders in respect of money unpaid on their shares. 2. Issue of debentures. 3. Borrowing money otherwise than by issue of debentures. 4. Investing the funds of the com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... significant or have material commercial/financial implications, such as: (a) strikes, lockouts, lay-off, closure of units/factory, etc.; (b) change in the general character or nature of business; (c) major expansion plans or execution of new projects; (d) disruption of operations due to natural calamity or Act of God; (e) commencement of commercial production/commercial operations; (f) developments with respect to pricing/realisation arising out of change in the regulatory framework; (g) litigation/dispute with a material impact; (h) revision in ratings assigned by credit rating agencies; (i) issue of any class of securities; (j) acquisition, merger, demerger, amalgamation, restructuring, scheme of arrangement, spin off of divisions of the company; (k) change in market lot and sub-division of equity shares of the company; (l) voluntary delisting of securities from the Stock Exchange(s); (m) default in the repayment of any deposits or redemption of any securities including debentures and in payment of interest, if any, due thereon; (n) any action which will result in alteration in the terms regarding redemption/cancellation/reti ..... 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