This document summarizes Secretarial Standards 1 and 2 relating to meetings of the Board of Directors and General Meetings of a company under the Companies Act, 2013. Secretarial Standard 1 covers topics like notice and agenda of Board meetings, quorum, interested directors, minutes and recordings. Secretarial Standard 2 discusses authority to call general meetings, proxies, notice period, adjournment and other procedures to be followed in general meetings. The document provides an overview of the key requirements around convening and conducting of Board and shareholder meetings as prescribed under the Secretarial Standards issued by the Institute of Company Secretaries of India.

1. Secretarial
standards 1 & 2
Disclaimer: This presentation is purely based on internal research. It is
notified that the presenter should be held responsible for any damage or loss
of any action taken based on this presentation.
By :-
K.V.Shankar

2. Governing Sections under Companies
Act,2013
Section
118(10)
•General Meeting and
Board Meetings
Section
205
•Functions of Company
Secretary

3. Secretarial
Standards
SS-1
Meeting of
Board of
Directors
SS-2
General
Meetings

4. Secretarial Standard-1
Applicable to meetings of Board of
directors of all Companies except OPC
in which there is only 1 director on the
board
Also applicable to Meetings of
Committee(s),unless otherwise stated or
stipulated by other guidelines
Scope

5. • Unless the articles otherwise provide,
any Director of a company may, and the
Manager or Secretary on the requisition
of a Director should, at any time,
summon a Meeting of the Board
Authority to
summon
Meetings
• Unless Dissented to or objected by the
majority of Directors present at a meeting
at which quorum is present, the chairman
may adjourn the meeting for any reason,
at any stage of the meeting
Adjournment
of Meeting

6. Each meeting should
have distinct Serial no.
Any time Any place Any day
Except on a National
Holiday
A meeting may be
convened

7. Prospectus
Approval of annual
financial Statements
Matters Relating
-Amalgamation & Demerger
- Acquisition
-Takeover
Board’s Report
Restricted Items at Board Meeting

8. Notice
In Written
Form
Address
Proofs
Registered by Director
- Postal Address
- Email Address
If not Registered by
Director
-Address appearing
in DIN
DeliverySending

9. -Few more important points
Mode
By
Hand
By
Facsimile
By
Courier
By
Registered
Post
By
Email
By Speed-
post
By any other
electronic mode,
specified
Notice is mandatory even if predetermined dates or at
predetermined intervals
7 Days before the date of the meeting, unless the longer
prescribed in Articles.

10. Agenda
Setting out the business to be transacted at the Meeting
Notes on Agenda setting out proposal
At least 7 days before the date of Meeting or higher prescribed in
Article.
Where approval by resolution is required it must be set out with
draft in note

11. Frequency of Meetings
Meeting of the
board
Meeting of
Committee
Meeting of
Independent
Directors
First Meeting
within 30 Days
Subsequent
Meeting
1 Meeting per quarter
with gap of
maximum 120 days
1 Meeting each half
with a minimum gap
of 90 days
Other than
OPC,SC,DC
For
OPC,SC,DC
Committee should meet at
least as often as stipulated by
the Board or as prescribed by
any other law
At least once in a
calendar year
To review performance of :
-Non-independent Director
-Chairman

12. Interested
Director
Not to be counted
by quorum
Not to be present
during discussion
and voting
Physically
Electronically
Quorum shall be
present through out
the meeting
Quorum

13. Other Important Points to Noted :-
• When number of interested Directors is reduced below 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.
• 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 case of a committee, to all the members of the committee.
• Within 15 days from the date of Meeting of the Board or Committee or an
adjourned Meeting, the draft minutes thereof should be circulated
physically or Electronic mode to all members or the board or the
committee.

14. If there is no Quorum at the adjourned meeting also, the meeting shall stand cancelled.
If No. of Directors exceeds or is equal to 2/3rd of the total strength, the remaining
Directors present at the meeting, being not less than two, shall be Quorum during such
item
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.
Attendance Register to be maintained with proper numbering and should be bound
Periodically. Separate Register for Board and Committee Meetings

15. Chairperson should initial each page of the minutes and sign the
last page of the minutes and append such signature the date on
which he has signed the minutes.
Minutes , if maintained in loose-leaf, should be bound at intervals
coinciding with the financial year of the company.
Minutes of Proceedings of the meeting should be entered in the
Minutes book within 30 days from the conclusion of the Meeting.
The date of entering the Minutes should be specified in the
Minutes Book by Director or Secretary.

16. Authentication
Of Entries
By CS If no CS, then
Chairman
Preservation
8 Financial
year
Destroyed
after Board's
approval
Custody
CS
If no CS, any
Director
authorized

17. Secretarial Standard - 2
Authority
Procedure
Approval
Recording
Validity

18. Authority
Chairperson
Managing
Director
Whole-time
Director
Any other
Director( Not
Interested)
Approval for the BOD for a particular
business shall be obtained by means of a
resolution by circulation.
Approval from
Total No .of
Directors
< 1/3rd decide to put
the resolution for
Consideration at a
Meeting
Not < 1/3rd to put the
resolution for
Consideration at a
Meeting
Voting Through
Passing of
Circulation
Resolution to be put
up for consideration
in Board Meeting

19. Procedure
Resolution in
Draft
With all the
papers
Individually to
all Directors
On the same
Day
Mode-as
before
Approval
The Resolution is passed when it is
approved by a majority of the Directors
entitled to vote on the Resolution.
The Resolution shall be effective from the last
date specified for signifying assent or dissent
by the Directors, if no other effective date is
specified in the resolution
Disclosure of Interest by the Interested
Director before last date of response
specified and should abstain from voting.

20. Recording
Resolutions passed by circulation should be noted
at the next meeting of the Board or Committee, as
the case may be, and recorded in the minutes of
such Meeting
It has to be duly mentioned that Interested
Directors did not vote on the Resolution
Validity
Passing of Resolution by Circulation will
be deemed as if passed at a duly
convened meeting of Board or committee,
as the case may be

21. Notice For General Meeting
Notice and accompanying documents should be sent at least
21 days in Advance if sent by electronic mode or 25 days if any
other mode
If shorter period of time, consent from 95 % of members
entitled to vote at such meeting in writing.
In case of Listed Companies, Notice should be hosted on Website.
No items other than those specified in the notice should be taken up for
consideration at the meeting

22. Proxies
Any instrument of proxy duly filled, stamped and signed, is valid
only for meeting to which it relates including any adjournment
thereof.
A Proxy shall act on behalf of number of Members not exceeding
Fifty and such number of shares as may be described.
Every Company which has a share capital or articles of which
provide for Voting at a meeting contain a statement that a member
is entitled to attend and vote is entitled to appoint a proxy to attend
Proxies are to be Excluded for determining Quorum.

23. A Proxy is valid until written notice of revocation has been
received by the company before the commencement of the
Meeting.
If a Company receives multiple proxies for the same holding of a
member, the proxy which is dated last should be considered valid.
Proxy Form which does not state the name of the Proxy should not
be considered.
Proxy holder shall prove his identity at the time of attending the
Meeting.

24. Adjournment of Meeting
A meeting should be adjourned with the consent of the members.
If Meeting is adjourned sine-die or for a period of 30 days or more, a
notice of the adjourned Meeting should be given.
If a Meeting, other than a requisitioned Meeting, stands adjourned for want
of Quorum, the adjourned Meeting should be held on the same day, in the
same time and place or any other day and time determined.
If, within half an hour from time appointed for holding a requisitioned Meeting,
a quorum is not present, the Meeting shall stand dissolved.

25. Some Other Important Points
:-
E-Voting
• Every Company which has provided e-voting facility to its Members, shall
also put every resolution to vote through a ballot process at the meeting.
Reading of Reports
• The qualification, observations or comments or other remarks on the Financial
transactions or matters, if any, mentioned in the Auditor’s Report or Secretarial
Audit Report shall be read at the AGM.
Distribution of Gifts
• No Gifts, gifts coupons, or cash in lieu of Gifts shall be distributed to Members at
or in connection with the Meeting

26. K.V.Shankar
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