TMI BlogMEETINGS OF THE BOARD OF DIRECTORSX X X X Extracts X X X X X X X X Extracts X X X X ..... e Director on its Board. The principles enunciated in this Standard for Meetings of the Board of Directors are also applicable to Meetings of Committee (s) of the Board, unless otherwise stated herein or stipulated by any other applicable Guidelines, Rules or Regulations. This Standard is in conformity with the provisions of the Act. However, if, due to subsequent changes in the Act, a particular Standard or any part thereof becomes inconsistent with the Act, the provisions of the Act shall prevail. DEFINITIONS The following terms are used in this Standard with the meaning specified: Act means the Companies Act, 2013 (Act No. 18 of 2013) or any previous enactment thereof, or any statutory modification thereto or re-enactment thereof and includes any Rules and Regulations framed thereunder. Articles means the Articles of Association of a company, as originally framed or as altered from time to time or applied in pursuance of any previous company law or the Companies Act, 2013. Calendar Year means calendar year as per Gregorian calendar i.e. a period of one year which begins on 1st January and ends on 31st December. Chairman means the Chairman of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he time that is printed to a file or other location to help keep track of when data is added, removed, sent or received. Words and expressions used and not defined herein shall have the meaning respectively assigned to them under the Act. SECRETARIAL STANDARDS 1. Convening a Meeting 1.1 Authority 1.1.1 Any Director of a company may, at any time, summon a Meeting of the Board, and the Company Secretary or where there is no Company Secretary, any person authorised by the Board in this behalf, on the requisition of a Director, shall convene a Meeting of the Board, in consultation with the Chairman or in his absence, the Managing Director or in his absence, the Whole-time Director, where there is any, unless otherwise provided in the Articles. 1.1.2 The Chairman may, unless dissented to or objected by the majority of Directors present at a Meeting at which a Quorum is present, adjourn the Meeting for any reason, at any stage of the Meeting. 1.2 Time, Place, Mode and Serial Number of Meeting 1.2.1 Every Meeting shall have a serial number. 1.2.2 A Meeting may be convened at any time and place, on any day, excluding a National Holiday. No ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Directors about the availability of such facility, and provide them necessary information to avail such facility. Where such facility is provided, the Notice shall seek advance confirmation from the Directors as to whether they will participate through Electronic Mode in the Meeting. The Notice shall also contain the contact number or e-mail address (es) of the Chairman or the Company Secretary or any other person authorised by the Board, to whom the Director shall confirm in this regard. In the absence of an advance communication or confirmation from the Director as above, it shall be assumed that he will attend the Meeting physically. 1.3.5 The Notice of a Meeting shall be given even if Meetings are held on pre-determined dates or at pre-determined intervals. 1.3.6 Notice convening a Meeting shall be given at least seven days before the date of the Meeting, unless the Articles prescribe a longer period. In case the company sends the Notice by speed post or by registered post or by courier, an additional two days shall be added for the service of Notice. Notice of an adjourned Meeting shall be given to all Directors including those who did not attend the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rial personnel; and (vi) material events in accordance with the listing agreement*. General consent for giving Notes on items of Agenda which are in the nature of Unpublished Price Sensitive Information at a shorter Notice may be taken in the first Meeting of the Board held in each financial year and also whenever there is any change in Directors. Where general consent as above has not been taken, the requisite consent shall be taken before the concerned items are taken up for consideration at the Meeting. The fact of consent having been taken shall be recorded in the Minutes. -------------------------------- * Definition under SEBI (Prohibition Insider Trading) Regulations, 2015 Supplementary Notes on any of the Agenda Items may be circulated at or prior to the Meeting but shall be taken up with the permission of the Chairman and with the consent of a majority of the Directors present in the Meeting, which shall include at least one Independent Director, if any. 1.3.8 Each item of business requiring approval at the Meeting shall be supported by a note setting out the details of the proposal, relevant material facts that enable the Directors to understand t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ll be stated in the Notice. 2. Frequency of Meetings 2.1 Meetings of the Board The Board shall meet at least once in every calendar quarter, with a maximum interval of one hundred and twenty days between any two consecutive Meetings of the Board, such that at least four Meetings are held in each Calendar Year. The Board shall hold its first Meeting within thirty days of the date of incorporation of the company. It shall be sufficient if one Meeting is held in each of the remaining calendar quarters, subject to a maximum interval of one hundred and twenty days between any two consecutive Meetings of the Board, after the first Meeting. Further, it shall be sufficient if a One Person Company, Small Company or Dormant Company holds one Meeting of the Board in each half of a calendar year and the gap between the two Meetings of the Board is not less than ninety days. An adjourned Meeting being a continuation of the original Meeting, the interval period in such a case, shall be counted from the date of the original Meeting. 2.2 Meetings of Committees Committees shall meet as often as necessary subject to the minimum number and frequency stipulated by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... acquisition and takeover and in meetings of Audit Committee for the consideration of annual financial statement including consolidated financial statement, if any, to be approved by the Board. 3.4 Meetings of the Board 3.4.1 The Quorum for a Meeting of the Board shall be one-third of the total strength of the Board, or two Directors, whichever is higher. Any fraction contained in the above one-third shall be rounded off to the next one. Where the Quorum requirement provided in the Articles is higher than one-third of the total strength, the company shall conform to such higher requirement. Total strength for this purpose, shall not include Directors whose places are vacant. 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, shall be the Quorum during such item. If a Meeting of the Board could not be held for want of Quorum, then, unless otherwise provided in the Articles, the Meeting shall automatically stand adjourned to the same day in the next week, at the same time and place or, if that day is a National Holiday, to the next succeeding ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... me and location from where he is participating and shall record the same in the Minutes. The proceedings of such Meetings shall be recorded through any electronic recording mechanism and the details of the venue, date and time shall be mentioned. The attendance register shall be deemed to have been signed by the Directors participating through Electronic Mode, if their attendance is recorded by the Chairman or the Company Secretary in the Attendance Register and the Minutes of the Meeting. 4.1.4 The attendance register shall be maintained at the Registered Office of the company or such other place as may be approved by the Board. The attendance register may be taken to any place where a Meeting of the Board or Committee is held. 4.1.5 The attendance register is open for inspection by the Directors. The Company Secretary in Practice appointed by the company or the Secretarial Auditor or the Statutory Auditor of the company can also inspect the attendance register as he may consider necessary for the performance of his duties. A Member of the company is not entitled to inspect the attendance register. 4.1.6 Entries in the attendance register shall be authen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... such items. In case some of the Directors participate through Electronic Mode, the Chairman and the Company Secretary shall safeguard the integrity of the Meeting by ensuring sufficient security and identification procedures. No person other than the Director concerned shall be allowed access to the proceedings of the Meeting where Director (s) participate through Electronic Mode, except a Director who is differently abled, provided such Director requests the Board to allow a person to accompany him and ensures that such person maintains confidentiality of the matters discussed at the Meeting. Unless otherwise provided in the Articles, in case of an equality of votes, the Chairman shall have a second or casting vote. 5.2 Meetings of Committees A member of the Committee appointed by the Board or elected by the Committee as Chairman of the Committee, in accordance with the Act or any other law or the Articles, shall conduct the Meetings of the Committee. If no Chairman has been so elected or if the elected Chairman is unable to attend the Meeting, the Committee shall elect one of its members present to chair and conduct the Meeting of the Committee, unless otherw ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al, relevant material facts that enable the Directors to understand the meaning, scope and implications of the proposal, the nature of concern or interest, if any, of any Director in the proposal, which the Director had earlier disclosed and the draft of the Resolution proposed. The note shall also indicate how a Director shall signify assent or dissent to the Resolution proposed and the date by which the Director shall respond. Each Resolution shall be separately explained. The decision of the Directors shall be sought for each Resolution separately. Not more than seven days from the date of circulation of the draft of the Resolution shall be given to the Directors to respond and the last date shall be computed accordingly. 6.3. Approval 6.3.1 The Resolution is passed when it is approved by a majority of the Directors entitled to vote on the Resolution, unless not less than one-third of the total number of Directors for the time being require the Resolution under circulation to be decided at a Meeting. Every such Resolution shall carry a serial number. If any special majority or the affirmative vote of any particular Director or Directors is specified ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and the text thereof with dissent or abstention, if any, shall be recorded in the Minutes of such Meeting. Minutes shall also record the fact that the Interested Director did not vote on the Resolution. 6.5. Validity Passing of Resolution by circulation shall be considered valid as if it had been passed at a duly convened Meeting of the Board. This shall not dispense with the requirement for the Board to meet at the specified frequency. 7. Minutes Every company shall keep Minutes of all Board and Committee Meetings in a Minutes Book. Minutes kept in accordance with the provisions of the Act evidence the proceedings recorded therein. Minutes help in understanding the deliberations and decisions taken at the Meeting. 7.1. Maintenance of Minutes 7.1.1 Minutes shall be recorded in books maintained for that purpose. 7.1.2 A distinct Minutes Book shall be maintained for Meetings of the Board and each of its Committees. 7.1.3 Minutes may be maintained in electronic form in such manner as prescribed under the Act and as may be decided by the Board. Minutes in electronic form shall be maintained with Timestamp. A company may maintain it ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... relation, if any, of that entity to the company shall also be recorded. 7.2.1.3 Minutes shall contain a record of all appointments made at the Meeting. Where the Minutes have been kept in accordance with the Act and all appointments have been recorded, then until the contrary is proved, all appointments of Directors, First Auditors, Key Managerial Personnel, Secretarial Auditors, Internal Auditors and Cost Auditors, shall be deemed to have been duly approved by the Board. All appointments made one level below Key Managerial Personnel shall be noted by the Board. 7.2.2 Specific Contents 7.2.2.1 Minutes shall inter-alia contain: (a) Record of election, if any, of the Chairman of the Meeting. (b) Record of presence of Quorum. (c) The names of Directors who sought and were granted leave of absence. (d) The mode of attendance of every Director whether physically or through Electronic Mode. (e) In case of a Director participating through Electronic Mode, his particulars, the location from where and the Agenda items in which he participated. (f) The name of Company Secretary who is in attendance and Invitees, if any, for specific items a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... person, irrelevant or immaterial to the proceedings or which are detrimental to the interests of the company. 7.3.2 Minutes shall be written in clear, concise and plain language. Minutes shall be written in third person and past tense. Resolutions shall however be written in present tense. Minutes need not be an exact transcript of the proceedings at the Meeting. In case any Director requires his views or opinion on a particular item to be recorded verbatim in the Minutes, the decision of the Chairman whether or not to do so shall be final. 7.3.3 Any document, report or notes placed before the Board and referred to in the Minutes shall be identified by initialling of such document, report or notes by the Company Secretary or the Chairman. Wherever any approval of the Board is taken on the basis of certain papers laid before the Board, proper identification shall be made by initialling of such papers by the Company Secretary or the Chairman and a reference thereto shall be made in the Minutes. 7.3.4 Where any earlier Resolution (s) or decision is superseded or modified, Minutes shall contain a reference to such earlier Resolution (s) or decision. 7.3 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y Secretary, it shall be entered by any other person duly authorised by the Board or by the Chairman. 7.5.3 Minutes, once entered in the Minutes Book, shall not be altered. Any alteration in the Minutes as entered shall be made only by way of express approval of the Board at its subsequent Meeting in which such Minutes are sought to be altered. 7.6. Signing and Dating of Minutes 7.6.1 Minutes of the Meeting of the Board shall be signed and dated by the Chairman of the Meeting or by the Chairman of the next Meeting. Minutes of the previous Meeting may be signed either by the Chairman of such Meeting at any time before the next Meeting is held or by the Chairman of the next Meeting at the next Meeting. 7.6.2 The Chairman shall initial each page of the Minutes, sign the last page and append to such signature the date on which and the place where he has signed the Minutes. Any blank space in a page between the conclusion of the Minutes and signature of the Chairman shall be scored out. If the Minutes are maintained in electronic form, the Chairman shall sign the Minutes digitally. 7.6.3 Minutes, once signed by the Chairman, shall not be altered, sav ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shall be preserved permanently by the transferee company, notwithstanding that the transferor company might have been dissolved. 8.2 Office copies of Notices, Agenda, Notes on Agenda and other related papers shall be preserved in good order in physical or in electronic form for as long as they remain current or for eight financial years, whichever is later and may be destroyed thereafter with the approval of the Board. Office copies of Notices, Agenda, Notes on Agenda and other related papers of the transferor company, as handed over to the transferee company, shall be preserved in good order in physical or electronic form for as long as they remain current or for eight financial years, whichever is later and may be destroyed thereafter with the approval of the Board and permission of the Central Government, where applicable. 8.3 Minutes Books shall be kept in the custody of the Company Secretary. Where there is no Company Secretary, Minutes shall be kept in the custody of any Director duly authorised for the purpose by the Board. 9. Disclosure The Annual Report and Annual Return of a company shall disclose the number and dates of Meetings of the Board and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any material effluent or pollution problems. Any material default in financial obligations to and by the company, or substantial non-payment for goods sold by the company. Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order which, may have passed strictures on the conduct of the company or taken an adverse view regarding another enterprise that can have negative implications on the company. Details of any joint venture or collaboration agreement. Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property. Significant labour problems and their proposed solutions. Any significant development in Human Resources/Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc. Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material. Non-compliance of any regulatory, statutory or listing requirements and shareholder services such as non-payment of dividend, delay in share transfer etc. Annexure B ..... 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