This standard issued by the Institute of Company Secretaries of India outlines key requirements for company board and committee meetings under SS-1, effective July 1, 2015. It allows directors to participate electronically except for restricted items, and requires notice and agenda to be circulated at least 7 days in advance. It also details requirements for independent director meetings, handling of unpublished price sensitive information, additional agenda items, interested director recusal, quorum, attendance records, resolution passing, and minutes documentation.

1. SS - 1

2.  Standard issued by Council of the Institute of
Company Secretaries of India
 Effective from July 1, 2015
 Applicable to all companies
 Applicable to all Board / Committee Meetings

3. Important requirements under SS - 1

4.  Directors may participate through electronic mode in meetings
except on restricted items like:
• Annual/Consolidated Financial Statements/Directors Report
• Prospectus
• Amalgamation, takeovers etc.
• Unless expressly permitted by Chairman.
 Notice, Agenda, Notes on Agenda to be circulated to the
Directors atleast 7 days before the date of meeting.
 Proof of delivery of Notice / Agenda to be maintained by the
Company.
 All invitees to sign the attendance register.
 Independent Directors to meet atleast once in a calendar year to
review performance of Non-independent Director, the Chairman,
Board as a whole.

5.  Agenda items in nature of Unpublished Price Sensitive Information:
• Shorter Notice on such items can be given if consented by majority
of Directors including atleast one Independent Director
• Consent can be by way of :
 General consent of Board in each FY or whenever change in
Directors .OR.
 Requisite consent to be taken before the item is taken up at the
meeting.
 Additional Items / Supplementary notes on Agenda - may be
considered with the permission of the Chairman and majority of
Directors (to include atleast one ID).

6. Quorum
 Quorum to be present throughout meeting.
 Interested Directors not to be present whether physically/e-
mode, during discussions and voting on the requisite item.
 One-third of the total Board strength or two directors
whichever is higher. Any fraction to be rounded off to next one.
Attendance
 Every Director, Company Secretary in attendance & every
invitee to sign the attendance register.

7.  Resolution shall be deemed to be passed on:
• Last date specified for receiving assent/dissent OR
• Date on which assent from two-third of the Directors is received,
whichever is earlier.
 Resolution shall be effective from the date of passing if no other
effective date is specified in the Resolution.

8.  Minutes to record the following:
 time of commencement and conclusion of meeting.
 capacity in which invitee attends the Meeting.
 Interested Director was not present for the item in which he is interested.
 Agenda items in which a director did not participate, if he participated only for a part
of the meeting.
 Any page/part left blank in the Minutes Book to be scored out and initialled by the
Chairman who signs the minutes.
 Company Secretary / Chairman to initial each documents/ reports/ notes placed before
the Board and referred to in the minutes for identification purpose.
 Draft minutes to be circulated to the directors within fifteen days from the date of
conclusion of meeting.
 Proof of sending minutes & its delivery to be maintained by the Company.
 Directors to communicate their comments within seven days of circulation.
 Minutes to be finalized & entered in the minutes book within 30 days of the meeting
 Certified copy of the signed minutes to be circulated to the Directors within fifteen
days after they are signed.
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9. Thank you