APPLICABILITY: On Meetings of Board of Directors & Committee of the Board.
CONVENING A MEETING
• Authority to call a meeting – any director of the company.
• Authority to convene a meeting – company secretary.
• (In consultation with chairman or in his absence, MD or in his absence, WTD)
• Chairman may adjourn the meeting, for any reason, at any stage (unless objected by majority of directors present at the meeting& quorum is present)
• Every meeting shall have a serial no. & be convened at any time, place or any day (excluding a national holiday).
• Meeting where participation through electronic mode- venue shall be mentioned in notice. Venue may be at registered office or place where all recordings or the proceedings at the meeting would be made.
• No participation through electronic mode on restricted items on restricted items (approval of annual financial statement, board’s report, prospectus, matters like amalgamation, merger, demerger, acquisition & takeover)
• No participation through electronic mode in Audit committee meetings for consideration of financial statements including consolidated financial statements, if any, to be approved by the board (unless expressly permitted by chairman).
• Written notice of all the meetings shall be given to every director by hand/speed post/ registered post/ courier/ facsimile/email other electronic modes. Proof of sending of notice & its delivery shall be maintained.
• Notice shall be issued by the company secretary & shall specify serial no., day, time and full address of the venue of the meeting, information about the facility of participation through electronic mode(if any) and manner to avail such facility.
• Where facility of participation through electronic mode is provided, notice shall seek advance confirmation from the directors whether they will participate through electronic mode in the meeting.
• Notice should contain contact no. / email id of the chairman or the company secretary, to whom director shall confirm in this regard. (in the absence of advance confirmation, assume that director will attend physically)
• 7 days prior Notice (+agenda) of meeting (also of adjourn meeting) shall be given to all directors, in all the cases, even if meetings are held on pre- determined dates / intervals.
• Company shall maintain proof of sending Agenda & their delivery.
• Notes on items in the nature of Unpublished Price Sensitive Information may be given at a shorter period, with the consent of a majority of the Directors, at least one Independent Director, if any. Such consent may be taken in the first Meeting of the Board held in each financial year and whenever there is any change in Directors. Where consent 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. Supplementary Notes on any of the Agenda Items may be circulated at or prior to the Meeting with the permission of the Chairman and with the consent of a majority of the Directors present in the Meeting (at least one Independent Director, if any.)
• A note shall be given along with each item of business requiring approval at the meeting stating details, relevant material facts of the proposal.
• Each item of business to be taken up at the meeting shall be serially numbered.
• Item not included in the agenda may be taken up for consideration with permission of the Chairman & consent of majority of the Directors present in the meeting, including at least one Independent Director, if any.
• To transact urgent business-notice, agenda & Notes on agenda may be given at shorter period, if at least one Independent Director is present at such Meeting. If no Independent Director is present, decisions taken at such a meeting shall be circulated to all the Directors and shall be final only on ratification by at least one Independent Director. Fact that the meeting is being held at a shorter notice shall be stated in the notice.
FREQUENCY OF MEETINGS
• Meetings of the Board: one meeting in every calendar quarter, with a maximum interval of 120 days between any 2 consecutive meetings of the Board, such that at least four Meetings are held in each Calendar Year.
• Meetings of Committees: As & when necessary subject to the minimum number and frequency as prescribed by the Board/ law or authority.
• Meeting of Independent Directors: at least once in a calendar year to review the performance of Non-Independent Directors, Board, Chairman and to assess the quality, quantity and timeliness of flow of information between the company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties.
QUORUM
• Quorum shall be present throughout the Meeting.
• A Director shall not be reckoned for Quorum in respect of an item in which he is interested.
• Directors participating through Electronic Mode in a Meeting shall be counted for the purpose of Quorum, unless such items are restricted items.
• Meetings of the Board: Quorum is 1/3rd of the total strength of the Board, or 2 Directors, whichever is higher. If Quorum requirement provided in the Articles is higher than 1/3rd of the total strength, the company shall conform to such higher requirement. Directors whose places are vacant shall not be included in determining total strength for this purpose. If the number of Interested Directors exceeds or is equal to 2/3rd of the total strength, the remaining Directors present at the Meeting, being not less than 2, shall be the Quorum during such item.
• If Board Meeting 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.
• If there is no Quorum at the adjourned Meeting also, the Meeting shall stand cancelled.
• Meetings of Committees: The presence of all the members is necessary to form the Quorum (unless otherwise stipulated)
ATTENDANCE AT MEETINGS
• Maintain separate attendance registers for the Meetings of the Board and Meetings of the Committee. The pages shall be serially numbered. If maintained in loose-leaf form, it shall be bound periodically.
• Contents of attendance register-serial number and date of the Meeting; in case of a Committee Meeting name of the Committee; place; time; names & signature of the Directors present including Company Secretary who is in attendance and also of persons attending the Meeting by invitation.
• In case of Directors participating through Electronic Mode, the Chairman shall confirm the attendance of such Directors.
• The attendance register shall be maintained at the Registered Office of the company or such other place as may be approved by the Board & may be taken to any place where a Meeting of the Board or Committee is held.
• Who can inspect – Directors, Company Secretary in Practice appointed by the company, Secretarial Auditor & Statutory Auditor.
• Entries in the attendance register shall be authenticated by the Company Secretary.
• The attendance register shall be preserved for a period of at least 8 financial years and may be destroyed thereafter with the approval of the Board.
• The attendance register shall be kept in the custody of the Company Secretary.
• Leave of absence shall be granted to a Director only when a request for such leave has been received by the Company Secretary or by the Chairman.
• The office of a Director shall become vacant in case the Director absents himself from all the Meetings of the Board held during a period of 12 months with or without seeking leave of absence of the Board.
CHAIRMAN
• Meetings of the Board: The Chairman of the company shall be the Chairman of the Board. If the company does not have a Chairman, the Directors may elect one of themselves to be the Chairman of the Board.
• Chairman of the Board shall conduct the Meetings of the Board.
• It would be the duty of the Chairman to check, with the assistance of
• Company Secretary, that the Meeting is duly convened and constituted.
• If the Chairman is interested in any item of business, he shall, with the consent of the members present, entrust the conduct of the proceedings in respect of such item to any non-interested Director and resume the Chair after that item of business has been transacted. The Chairman shall also not be present at the Meeting during discussions on such items.
• In case 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.
• In case of an equality of votes the Chairman shall have a second or casting vote(Unless otherwise provided in the Articles)
• Meetings of Committees: A member of the Committee appointed by the Board or elected by the Committee as Chairman 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.
PASSING OF RESOLUTION BY CIRCULATION
• Authority- Chairman of the Board or in his absence, MD or in his absence, WTD and where there is none, any Director other than an Interested Director
• If not less than 1/3rd of the total number of Directors require the resolution under circulation to be decided at a meeting, the Chairman shall put the Resolution for consideration at a Meeting of the Board.
• Procedure- A draft Resolution (together with the necessary Papers) shall be sent, individually to all the Directors on the same day. Maintain proof.
• Provide notes along with each resolution containing details of proposed resolution to enable the directors in understanding its nature & make decision.
• Approval- Resolution is passed when it is approved by a majority of the Directors. Every such Resolution shall carry a serial number. Directors shall signify their assent or dissent by signing the Resolution to be passed by circulation or by e-mail or any other electronic means. Directors shall mention the date on which they have signed the Resolution. In case the Director does not respond, it shall be presumed that the Director has abstained from voting. If the approval is not received by the last date specified for receipt of such approval, the Resolution shall be considered as not passed.
• Recording- Resolutions passed by circulation shall be noted at the next board meeting and the text thereof with dissent or abstention, if any, shall be recorded in the Minutes of such meeting.
MINUTES
• Company shall keep Minutes of all Board and Committee Meetings in a Minutes Book.
• Maintenance of minutes: Minutes may be maintained in physical or 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. The pages of the Minutes Books shall be consecutively numbered. In the event any page or part thereof in the Minutes Book is left blank, it shall be scored out and initialed by the Chairman who signs the Minutes. Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner. Minutes if maintained in loose-leaf form, shall be bound periodically. Minutes shall be kept at the Registered Office of the company or at such other place as may be approved by the Board.
• Contents of Minutes: (General Contents) mention serial number, type of Meeting, name of the company, day, date, venue and time of commencement and conclusion of the Meeting. Record the names (alphabetical order) of the Directors present physically or through Electronic Mode, the Company Secretary who is in attendance at the Meeting and Invitees, if any, including Invitees for specific items. Record of all appointments made at the Meeting.
Brief background of all proposals.
• Recording of Minutes: A fair and correct summary of the proceedings of the Meeting.
• Any document, report or notes placed before the Board and referred to in the Minutes shall be identified by initialing of such document, report or notes by the Company Secretary or the Chairman.
• Where any earlier Resolution or decision is superseded or modified, Minutes shall contain a reference to such earlier Resolution or decision.
• Finalization of Minutes –within 15 days from the date of the conclusion of the Meeting of the Board or the Committee. The draft Minutes thereof shall be circulated to all the members of the Board or the Committee for their comments. Directors whether present at the Meeting or not, shall communicate their comments, if any, in writing on the draft Minutes within 7 days from the date of circulation. Minutes are finalized and entered in the Minutes Book within the specified time limit of 30 days.
• If no comments, it shall be deemed to have been approved by such Director.
• A Director, who ceases to be a Director after a Board Meeting is entitled to receive the draft Minutes of that particular Meeting and to offer comments thereon, irrespective of whether he attended such Meeting or not.
• Entry in the Minutes Book: within 30 days from the conclusion of the Meeting.
• No subsequent alterations without board approval.
• Minutes shall be signed and dated by the Chairman (initial each page, sign the last page) of the Meeting or by the Chairman of the next Meeting. No further alterations.
• Circulate to all directors a copy of the signed Minutes certified by the Company Secretary within 15 days after these are signed.
• Inspection of Minutes: By Directors, Company Secretary in Practice appointed by the company, the Secretarial Auditor, the Statutory Auditor, the Cost Auditor or the Internal Auditor.
• Extracts of Minutes: To directors of the company, only after the Minutes have been duly entered in the Minutes Book.
• Preservation of Minutes: Permanently.
• Preservation of other Records: 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 8 financial years, whichever is later and may be destroyed thereafter with the approval of the Board.
• Minutes Books shall be kept in the custody of the Company Secretary
Disclosure
• In the Annual Report and Annual Return of a company the number and dates of Meetings of the Board and Committees held during the financial year indicating the number of Meetings attended by each Director.
CAclubindia
