Secretarial Standards

1. 1
BY

2. COVERAGE
2
1. BASIC CONCEPTS
2. SS 1 – BOARD PRACTICES AND PROCEDURES
3. SS 2 - GENERAL MEETING PRACTICES AND PROCEDURES
4. OTHER RELATED MATTERS

3. INTRODUCTION
ICSI took this initiative
keeping view the
growth and enhanced
visibility of the
profession and its
members.
ICSI constituted
Secretarial Standards
Board (SSB).
SSB in consultation
with the Council is to
determine the areas in
which Secretarial
Standards are to be
developed.
The ultimate goal is to
promote good
corporate practices
leading to better
corporate governance.
3

4. 4
Legal Provision under Companies Act, 2013
118(10) 204
205
Rule 31 of
Companies
(Management
and
Administration)
Rules, 2014

5. 5
Notification and Applicability
Notified on
23rd April 2015
Applicable
from 1st July
2015

6. 6
Genesis of Standards
Secretarial Standards is nothing but
Practice
Procedure
Principal

7. Secretarial Standard -1
Meetings of board
7

8. SS-1 – Structure
Definitions
Convening the Meeting
Frequency of Meeting
Quorum
Attendance at Meeting
Chairman
Circular Resolution
Minutes
Preservation of Records
Disclosure
8

9. 9
Role Players for Board Meeting
Characteristics
Chairman
Company
Secretary
CFO CEO Directors
Managing
Director
Whole Time
Director
Independent
& Women
Director
Non-
Executive
Director
Nominee
Director

10. 10
Best Practice - Calling Meeting
WHO CAN CALL FOR BOARD
MEETING?

11. 11
OPTIONS:
a.Chairman
b. Any Director of the Company
c. Company Secretary
d. All of the above.
SS - CLAUSE 1
Convening a Meeting

12. 12
Best Day for Calling Meeting
ON WHICH DAY BOARD
MEETING CANNOT B
CONDUCTED?

13. 13
OPTIONS:
a. National Holiday
b. Public Holiday
c. Sunday
d. All of the above
Best Day for Calling Meeting

14. Convening a
meeting
Notice
Agenda
Frequency of
meetings
Quorum
Video
Conferencing
Passing of
resolution by
circulation
Minutes
Attendance at
Meetings
14

15. 1. Convening of Meeting
1.1 Authority
1.2 Time, Place and Day
1.3 Notice
1.4 Adjournment of Meeting
15

16. 16
 The Manager or Secretary or Authorized Person on requisition of a Director shall, at any time summon a
meeting of the Board.
 A Meeting adjourned for want of Quorum shall not be held on a National Holiday.
Every Meeting shall have a Serial Number.
1.1 Authority
The General Practice is that the Chairman , Managing Director or the Director’s of the Company
shall convene the meeting of the Board
1.2 Time, Place and Day
The Board Meeting may be held at any time and place, on any day.

17. 17
Q. WHO CAN CALL FOR BOARD MEETING?
OPTIONS:
a. Chairman
b. Any Director of the Company
c. Company Secretary
d. All of the above.
A. (b) Any Director of the Company
SS - CLAUSE 1
Convening a Meeting

18. 18
Best Day for Calling Meeting
Q. ON WHICH DAY BOARD MEETING CANNOT B CONDUCTED?
OPTIONS:
a. National Holiday
b. Public Holiday
c. Sunday
d. All of the above
A. (a) National Holiday

19. 19
National Holiday
Q. WHICH ONE OF THE FOLLOWING IS NOT A NATIONAL HOLIDAY?
OPTIONS:
a. Independence day
b. Republic day
c. Gandhi Jayanthi
d. May day
e. None of the above
f. All of the above

20. 20
“National Holiday” includes Republic Day i.e. 26th January, Independence Day
i.e. 15th August, Gandhi Jayanti i.e. 2nd October and such other day as may
be declared as National Holiday by the Central Government.
1.2.2 A Meeting may be convened at any time and place, on any day,
excluding a National Holiday.
A Meeting adjourned for want of Quorum shall also not be held on a National
Holiday.
National Holiday

21. 21
National Holiday
Q. WHICH ONE OF THE FOLLOWING IS NOT A NATIONAL HOLIDAY?
OPTIONS:
a. Independence day
b. Republic day
c. Gandhi Jayanthi
d. May day
e. None of the above
f. All of the above
A. (d) May day

22. 22
WHEN NOTICE OF BOARD
MEETING CAN BE GIVEN TO
DIRECTORS?
SS - CLAUSE 1.3
NOTICE OF MEETING

23. 23
OPTIONS:
a. At least 5 days prior meeting
b. At least 7 days prior meeting
c. Any time prior meeting
SS - CLAUSE 1.3
NOTICE OF MEETING

24. Notice in writing of every Meeting shall be given to every Director by hand or by post or by courier or by
facsimile or by e-mail at his address registered with the company or by any other Electronic Mode.
24
 Listed company, a period of seven days shall exclude the date of Notice and the Meeting.
 The Notice shall specify the day, date, time and full address of the venue of the Meeting.
 The Notice of a Meeting shall be given even when Meetings are held on pre-determined dates or at
pre-determined intervals.
 Notice convening a Meeting shall be given at least 7 days before the date of the Meeting unless the
Articles prescribe a longer period.
In the absence of details about the address or changes thereto, the Notice and Agenda and Notes on
Agenda shall be sent to any such addresses appearing in the Director Identification Number(DIN)
registration of Directors.

25. Notice shall be issued by the Company
Secretary or where there is no
Company Secretary, any Director or any
other person authorised by the Board
for the purpose.
The Notice shall specify the serial
number, day, date, time and full
address of the venue of the Meeting.
25

26. by hand by speed post
by registered
post
by courier by facsimile by e-mail
by any other
electronic
means
by particular
means, if
specified
26

27. In case the facility of participation through Electronic Mode is being made
available , the Notice shall inform the 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.
If no confirmation, then assumed physically.
27

28. 28
Q. WHEN NOTICE OF BOARD MEETING CAN BE GIVEN TO
DIRECTORS?
OPTIONS:
a. At least 5 days prior meeting
b. At least 7 days prior meeting
c. Any time prior meeting
A. (b) At least 7 days prior meeting
SS - CLAUSE 1.3
NOTICE OF MEETING

29. Notice of an
adjourned Meeting
• all Directors
• those who did not attend original Meeting
Time
• date of adjourned Meeting is decided at the
Meeting
• If date is not decided, seven days before the
Meeting
29

30. 30
WHEN AGENDA OF BOARD
MEETING CAN BE SERVED TO
DIRECTORS?
SS - CLAUSE 1
AGENDA OF MEETING

31. 31
OPTIONS:
a. Along with notice
b. At least 3 days prior meeting
c. During meeting
SS - CLAUSE 1
AGENDA OF MEETING

32. •The AGENDA shall set out the Business to be transacted at Meeting.
• Notes on Agenda to be included in the notice and shall be sent at least 7
days prior to the date of meeting or Higher period as prescribed in the Articles
of Association.
• Supplementary Notes on any of the items of Agenda circulated at or prior to
the meeting shall be taken up with the permission of the Chairman and with
the consent of majority of the Directors present in the meeting, which shall
include at least 1 Independent Director, if any.
32

33. SS - CLAUSE 1
AGENDA OF MEETING
33
• 1.3.6 The Agenda, setting out the business to be transacted at the Meeting,
and Notes on Agenda should be given at least three days before the date of
the Meeting.
 Agenda and Notes on Agenda should be sent to all Directors by hand or by post or
by courier or by facsimile or by e-mail or by any other Electronic Mode at
their address registered with the company. They should be sent to the postal
address, e-mail address, fax number or any other address registered by the
Director with the company separately or in the absence of such details or any
change thereto, any of such addresses or fax number appearing in his Director
Identification Number (DIN) registration.
• The Notice, Agenda and Notes on Agenda should also be given to the Original
Director, even when they have been given to the Alternate Director.
• Where a Director specifies a particular mode, the same should be sent by such
mode.
• Supplementary Notes on any of the Agenda Items may be circulated at or prior to
the Meeting.

34. 34
Q. WHEN AGENDA OF BOARD MEETING CAN BE SERVED TO
DIRECTORS?
OPTIONS:
a. Along with notice
b. At least 3 days prior meeting
c. During meeting
A. (b) At least 3 days prior meeting
SS - CLAUSE 1
AGENDA OF MEETING

35. Notes on items of business which are in the nature of Unpublished Price Sensitive Information may be
given at a shorter period of time than stated earlier, with the consent of a majority of the Directors, which shall
include at least one Independent Director, if any.
Unpublished Price Sensitive
Information’’ means any
information relating to a company
or its securities, directly or
indirectly, that is not generally
available, which upon becoming
generally available, is likely to
materially affect the price of the
securities and shall, ordinarily
including but not restricted to,
information relating to the
following-
1. Financial
results
2. Dividends
3. Change in
Capital
Structure
4. Mergers,
De- Mergers,
Acquisitions,
Amalgamation
s, Delisting
5. Changes in
Key
Managerial
Personnel
(KMP) and
6. Material
events in
accordance
with the
Listing
Agreement.
35

36. 36
2. Frequency of Meetings
2.1 Meetings of Board of
Directors
2.2 Meetings of Committees
2.3 Meetings of Independent
Directors

37. 37
WHAT IS NO. OF MEET OF
DIRECTORS IN A YEAR?
SS - CLAUSE 2
FREQUENCY OF MEETING

38. 38
OPTIONS:
a. 2 meet in a year of 90 days gap
b. 4 meet in a year of 120 days gap
c. Any no. of meet in a year
SS - CLAUSE 2
FREQUENCY OF MEETING

39. SS - CLAUSE 2.1
BOARD MEETING
First Board Meeting with in 30 Days
Subsequent
Meeting
Other than OPC, Small
Company and Dormant
company
1 Meeting
per
Quarter
Gap of
Maximu
m 120
days
4
meetings
in a
calendar
year
For OPC, Small
Company and Dormant
Company
1 meeting
each Half
Gap of
Minimum
90 days
Adjourned Meeting
Continuat
ion of
Original
meeting
Gap to be
counted
from
original
39

40. SS - CLAUSE 2.2
COMMITTEE MEETING
• Committees shall meet as often as necessary
subject to the minimum number and frequency
stipulated by the Board or as prescribed by any
law or authority.
Committees means committee constituted by board in accordance with
law but not committees which are constituted by the management for
administrative and operative
40

41. SS - CLAUSE 2.3
INDEPENDENT DIRETOR MEETING
Independent Directors shall meet at least once in a
Calendar year
• To review the performance of Non-Independent Directors and the Board as
a whole;
• To review the performance of the Chairman;
• 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.
The Company Secretary shall facilitate convening and
holding of such meeting, if so desired by the Independent
Directors.
41

42. 42
•.
• The Board shall hold its first Meeting within thirty days of the date of its incorporation and thereafter shall hold at
least 4 Meetings in each calendar year with a maximum interval of one hundred and twenty days between any two
consecutive Meetings.
• In the calendar year of incorporation, it shall be sufficient if, after the first Meeting, one Meeting is held in each
quarter, subject to a maximum interval of one hundred and twenty days between two consecutive Meetings
•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 adjourned Meeting
An Adjourned Meeting shall also not be held on a National Holiday.

43. Subsequent
Meeting
Other than OPC, Small
Company and Dormant
company
1 Meeting
per
Quarter
Gap of
Maximum
120 days
4 meetings
in a
calendar
year
For OPC, Small
Company and Dormant
Company
1 meeting
each Half
Gap of
Minimum
90 days
Adjourned
Meeting
Continuati
on of
Original
meeting
Gap to be
counted
from
original
First Board Meeting with in 30 Days
43

44. • Committees shall meet as often as necessary subject to the minimum
number and frequency stipulated by the Board or as prescribed by
any law or authority.
44
Committees means committee constituted by board in accordance with law but not
committees which are constituted by the management for administrative and operative

45. 45
Q. WHAT IS NO. OF MEET OF DIRECTORS IN A YEAR?
OPTIONS:
a. 2 meet in a year of 90 days gap
b. 4 meet in a year of 120 days gap
c. Any no. of meet in a year
A. (b) 4 meet in a year of 120 days gap
SS - CLAUSE 2
FREQUENCY OF MEETING

46. IS ALERTNESS REQUIRED IN THE ACTIONS?
46

47. • The items of business that
are required by the Act or
any other applicable law
to be considered at a
Meeting of the Board shall
be placed before the
Board at its Meeting
Annexure
A
• There are certain items
which shall be placed
before the Board at its
first Meeting
Annexure
B
47

48. • Noting Minutes of Meetings of Audit
Committee and other Committees
• Approving financial statements and the Board’s
Report.
• Considering the Compliance Certificate to
ensure compliance with the provisions of all the
laws applicable to the company
• Specifying list of laws applicable specifically to
the company
• Appointment of Secretarial Auditors and
Internal Auditors
General
Business
Items
48

49. •Borrowing money otherwise than by issue of debentures.
•Investing the funds of the company.
•Granting loans or giving guarantee or providing security in respect
of loans.
•Making political contributions.
•Making calls on shareholders in respect of money unpaid on their
shares.
•Approving Remuneration of Managing Director, Whole-time
Director and Manager.
•Appointment or Removal of Key Managerial Personnel.
•Appointment of a person as a Managing Director / Manager in
more than one company.
•According sanction for related party transactions which are not in
the ordinary course of business or which are not on arm’s length
basis.
Specific
Items
49

50. 50
Q. WHICH OF THE FOLLOWING IS A CORPORATE ACTION?
OPTIONS:
a. Issue of Securities
b. Amalgamation and Merger
c. Take Over
d. All of the Above
e. None of the Above
CORPORATE ACTIONS

51. • Authorise Buy Back of securities
• Issue of securities, including debentures,
whether in or outside India.
• Approving amalgamation, merger or
reconstruction.
• Diversify the business.
• Takeover another company or acquiring
controlling or substantial stake in
another company.
Corporate
Actions
51

52. 52
Q. WHICH OF THE FOLLOWING IS A CORPORATE ACTION?
OPTIONS:
a. Issue of Securities
b. Amalgamation and Merger
c. Take Over
d. All of the Above
e. None of the Above
CORPORATE ACTIONS
A. (d) All of the Above

53. •Approving Annual operating plans and budgets.
•Capital budgets and any updates.
•Information on remuneration of KMP.
•Show cause, demand, prosecution notices and penalty notices
which are materially important.
•Fatal or serious accidents, dangerous occurrences, 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
Additional
list of
items in
case of
listed
companies
53

54. 54
To appoint the Chairman of the Meeting
To note the Certificate of
Incorporation of the company, issued
by the Registrar of Companies.
To take note of the Memorandum and Articles of Association of the
company, as registered
To note the first Directors of the company.
To note the situation of the Registered Office of the company and
ratify the registered document of the title of the premises of the
registered office in the name of the company or a Notarized copy
of lease / rent agreement in the name of the company.
To read and record the Notices of disclosure of
interest given by the Directors.

55. 55
To consider appointment of Additional Directors.
To consider appointment
of the Chairman of the
Board.
To consider appointment of the first Auditors.
To adopt the Common Seal of
the company.
To appoint Bankers and to open bank accounts of the
company.

56. 56
To authorize printing of share certificates and correspondence with the depositories, if any.
To authorize the issue of share
certificates to the subscribers to the
Memorandum and Articles of
Association of the company.
To approve and ratify preliminary expenses and preliminary
agreements.
To approve the appointment of the Key
Managerial Personnel, if applicable and other
senior officers.
To authorize Director(s) of the company to file a declaration with the
ROC for commencement of business.

57. 57
MEETING OF INDEPENDENT DIRECTORS

58. Independent Directors shall meet at least once in a Calendar year
• To review the performance of Non-Independent Directors and the Board as a whole;
• To review the performance of the Chairman;
• 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.
The Company Secretary shall facilitate convening and holding of
such meeting, if so desired by the Independent Directors.
58

59. 59

60. 60
WHAT SHOULD BE THE
QUORUM OF MEETING
BEGINNING AND DURING THE
MEETING DIRECTORS?
SS – CLAUSE 3
QUORUM

61. 61
OPTIONS:
a. 1/3 of total strength
b. At least 2 directors
c. Both (a) and (b)
d. (a) or (b) which ever is higher
SS – CLAUSE 3
QUORUM

62. 62
 Directors participating in a Meeting through Electronic Mode shall be counted for the purpose of Quorum.
 The Quorum for a Meeting of the Board shall be 1/3rd of the total strength of the Board, or 2 Directors,
whichever is higher.
 If Interested directors exceeds or is equal to two thirds , not interested directors shall form the quorum.
 Any Director participating through Electronic Mode in respect of restricted items with the express permission of the
Chairman, shall however, neither be entitled to vote nor be counted for the purpose of Quorum in respect of such
restricted items.
QUORUM shall be present throughout the Meeting i.e. it must be present not only at the time of commencement of
the Meeting but also while Transacting Business.
Meeting of the Board could not be held for want of quorum, the meeting shall automatically stand adjourned to
the same day at the same time and place in the next week . If that day is a national holiday, till the next succeeding
day, which is not a national holiday, at the same time and place.
If at the adjourned meeting also the quorum is not present, the meeting shall stand cancelled.

63. 63
Q. WHAT SHOULD BE THE QUORUM OF MEETING BEGINNING
AND DURING THE MEETING DIRECTORS?
OPTIONS:
a. 1/3 of total strength
b. At least 2 directors
c. Both (a) and (b)
d. (a) or (b) which ever is higher
A. (d), (a) or (b) which ever is higher
SS – CLAUSE 3
QUORUM – INTERESTED DIRECTOR

64. 64
WHO CAN BECOME
CHAIRPERSON OF MEETING?
SS – CLAUSE 5
CHAIRMAN

65. 65
OPTIONS:
a. Any Director of meeting
b. Any member of meeting
c. Executive Director
d. Non-Executive Director
SS – CLAUSE 5
CHAIRMAN

66. 5. Chairman
5.1 Chairman of Meetings
of Board
5.2 Chairman of Meetings of
Committee(s)
66

67. 67
5.1 Chairman of Meetings of Board
• Every company should have a Chairman
who would be the Chairman for
Meetings of the Board.
• It would be the duty of the Chairman to
see that the Meeting is duly convened
and constituted in accordance with the
Act or any other applicable guidelines,
Rules and Regulations before it proceeds
to transact business.
5.2 Chairman of 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.
Unless otherwise provided in the Articles, in case of an equality of
votes, the Chairman shall have a second or casting vote.

68. 68
Not to present at the Meeting during discussions on the items
in which he is interested.
If the Chairman is interested, to handover to other with
consent.
To encourage deliberations and debate and assess the sense of
the meeting.
To check the meeting is duly convened and constituted in
accordance with the ACT or any other applicable Guidelines,
RULES and REGULATIONS before proceeding to transact
business.

69. 69
Q. WHO CAN BECOME CHAIRPERSON OF MEETING?
OPTIONS:
a. Any Director of meeting
b. Any member of meeting
c. Executive Director
d. Non-Executive Director
A. (a) Any Director of meeting
SS – CLAUSE 5
DUTY OF CHAIRMAN

70. 70
PASSING OF RESOLUTION BY CIRCULATION
DO YOU KNOW HOW THE RESOLUTION BY CIRCULATION IS PASSED?

71. 6. Passing of Resolution by Circulation
6.1 Authority
6.2 Procedure
6.3 Approval
6.4 Recording
6.5 Validity
71

72. 72
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.
The Resolution should be deemed to have been passed on the date on which it is signed and dated as
approved by all the Directors then in India, being not less than the Quorum, or on the date on which it
is approved by the majority of the Directors entitled to vote on the Resolution, whichever is earlier.
Resolutions sent for passing by circulation should be noted along with the decision
thereof, at the next Meeting of the Board or Committee, as the case may be, and
recorded in the Minutes of such 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 the case of a
Committee, to all the members of the Committee.

73. 73
IS ATTENDANCE REQUIRED FOR DIRECTORS?

74. Authentication
of Entries
By CS
If no CS,
Chairman
Preservation
Eight Financial
Years
Destroyed
post Board
Approval
Custody
CS
If no CS, any
director
authorised
Leave of
absence
Only when
requested
• CS
• Chairman
74

75. 7. Minutes
7.1 Authority
7.2 Contents of Minutes
7.3 Recording of Minutes
7.4 Finalization of Minutes
7.5 Entry in Minutes Book
7.6 Signing and Dating of Minutes
7.7Inspection and extracts of Minutes
75

76. 76
Q. WHAT IS THE PERIOD FOR MAINTAINING THE MINUTES?
OPTIONS:
a. 3 YEARS
b. 8 YEARS
c. Permanently
d. At the Option of the Directors
MINUTES

77. 77
A Company may maintain its Minutes in physical or electronic form with Timestamp.
•Minutes shall be recorded in books maintained for that purpose.
•A distinct Minutes Book shall be maintained for Meetings of Board and Each of it’s Committee’s.
•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.
•The pages of the Minutes shall be consecutively numbered.
•Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner.

78. 78
Minutes shall
state, at the
beginning the
Serial number and
type of the
Meeting, name of
the Company, day,
date, venue and
time of
commencement
and conclusion of
Meeting.
Minutes shall
record the names
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.
Minutes shall
contain a record
of all
appointments
made at the
Meeting.
Apart from the
Resolution or the
Decision, Minutes
shall mention the
brief background
of all proposals
and summarize
the deliberations
thereof. In case of
major decisions,
the rationale
thereof shall also
be mentioned.
In case a meeting is adjourned, the Minutes shall be entered in respect of the original
Meeting as well as the adjourned meeting. In respect of a meeting convened but
adjourned for want of quorum, a statement to that effect shall be recorded by the
Chairman or any Director present at the Meeting in the Minutes.

79. The names of the Directors shall be listed in alphabetical order or in any
other logical manner, but in either case starting with the name of the
person in Chair.
The capacity in which an Invitee attends the Meeting and where applicable,
the name of the entity such Invitee represents and the relation, if any, of
that entity to the company shall also be recorded.
79

80. 80
Minutes shall contain a fair
and correct summary of the
proceedings of the Meeting.
Minutes shall be
written in clear,
concise and plain
language.
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(s) or decision is
superseded or modified,
Minutes shall contain a
reference to such earlier
Resolution or decision.
Minutes of the preceding meeting
shall be noted at a Meeting of the
Board held immediately following
the date of entry of such Minutes
in the Minutes Book.

81. 81
The Minutes to be
Circulated within 15
days as per the
mode prescribed.
Directors to send
their comments
within 7 days.
If no comments,
then deemed to
have been approved
by the Director.

82. 82
Minutes once entered in the Minutes Book shall not be altered.
The date of Entry of the Minutes in the Minutes Book shall be recorded
by the Company Secretary.
Minutes shall be entered in the Minutes Book within 30 Days from the
date of conclusion of the meeting.

83. 83
Signed & Dated
By the Chairman of the Meeting before next meeting is held &
By the Chairman of the next meeting at the next meeting.
•If the Minutes are maintained in Electronic form the same must be signed by the
Chairman Digitally.
• Minutes once signed by the Chairman, shall not be altered.
• Any blank space in a page between the conclusion of the Minutes and signature of
the Chairman shall be scored out.
• A copy of the signed Minutes certified by the Company Secretary or where there is no
Company Secretary, by any Director authorized by the Board shall be circulated to all
Directors within 15 days after these are signed.

84. 84
Q. WHO CAN INPECT THE MINUTES?
OPTIONS:
a. Present Director
b. Past Director
c. Both
d. All times Present Director, Sometimes Past Director
MINUTES

85. 85
• A Director is entitled to inspect the Minutes of the meetings held
during the period of his Directorship
• A Member of the company is not entitled to inspect the minutes of
meetings of Board.
Company Secretary in Practice appointed by the Company, Secretarial
Auditor, Statutory Auditor, Cost Auditor or the Internal Auditor of the
company can also inspect the minutes.
A Director is entitled to inspect the Minutes of the meetings held during
the period of his Directorship, even after he ceases to be a Director.

86. 86
The Minutes of all Meetings should
be preserved permanently.
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.
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 8 financial years, whichever is later and may be destroyed
thereafter with the approval of the Board and permission of the Central Government , where applicable.

87. 87
Q. WHAT IS THE PERIOD FOR MAINTAINING THE MINUTES?
OPTIONS:
a. 3 YEARS
b. 8 YEARS
c. Permanently
d. At the Option of the Directors
MINUTES
A. (c) Permanently

88. 88
Q. WHO CAN INPECT THE MINUTES?
OPTIONS:
a. Present Director
b. Past Director
c. Both
d. All times Present Director, Sometimes Past Director
MINUTES
A. (d) All times Present Director,
Sometimes Past director

89. 89
9.1 The Balance Sheet of the Company shall disclose the aggregate amount of Dividend proposed to be distributed to equity
and preference shareholders for the financial year and the related amount of Dividend per share. Arrears of fixed cumulative
dividend on preference shares shall also be disclosed separately.
9.2 The Balance Sheet of the company shall also disclose under the head ‘Current Liabilities and Provisions’, the amount lying
in the Unpaid Dividend Account together with interest accrued thereon, if any.
9.3 The amount of interim dividend, if any, paid during the financial year and final Dividend recommended by the Board of
directors shall be disclosed in the Board’s Report.
9.4 The Annual Report of the company shall disclose the total amount lying in the Unpaid Dividend Account of the company
in respect of the last seven years. The amount of Dividend, if any, transferred by the company to the Investor Education and
Protection Fund during the year shall also be disclosed.
9. Disclosure

90. 90
Convening a meeting
Frequency of meeting
Notice
Quorum
Chairman
Director’s and Auditor’s presence
Proxy
E-Voting
Annual General meeting report

91. 91
Convening
a meeting
Notice
Chairman
Frequency
of meetings
Quorum
Proxy
E- Voting
Annual General
Meetings
Report
Director’s and
Auditor’s
Presence

92. 1. Convening of Meeting
1.1 Authority
1.2 Notice
92

93. 93
A general meeting shall be convened by or on the authority of the board. If the
board fails to convene the members may approach the prescribed authority to
convene the meeting.
The board may also, whenever it deems fit, call an extra-ordinary general meeting of the
company on the requisition of the members who hold, as on the date of the receipt of a
valid requisition prescribed voting rights.
If, the board, fails to call such meeting within the prescribed time limit, the requisitionists
may themselves call and hold the meeting.

94. 94
THE BOARD
EVERY YEAR
To transact
items of
Ordinary
Business
As well as
Special
Business
On Failure to
call, Member
may approach
Authority

95. Notice shall be issued by the
Company Secretary or where there
is no Company Secretary, any
Director or any other person
authorised by the Board for the
purpose.
The Notice shall specify the serial
number, day, date, time and full
address of the venue of the
Meeting.
95

96. by hand by speed post
by registered
post
by courier by facsimile by e-mail
by any other
electronic
means
by particular
means, if
specified
96

97. The Secretarial Standards laid down the inclusion of Route Map and
Landmark to also be provided by the Companies in the Notice for the
benefit and convenience of the shareholders.
97

98. 98
Special Business
•Each item of
Special
Business shall
be in the form
of a Special
Resolution and
shall be
accompanied
by an
Explanatory
Statement,
which shall set
out facts to
enable
Member to
understand
implications of
Decisions
thereon.
Special Business
Affecting Another
Company
•Extent of
shareholding
interest in that
company of
every
Promoter,
Director and
other Key
Managerial
personnel, if
the extent of
shareholding is
not less than
two percent of
paid up share
capital.
Any Documents
•Statement
shall state that
such
documents are
available for
inspection at
the Head
Office and the
Corporate
Office and also
at the
Meeting.
Appointment Of
Directors
•Appointment,
Re-
appointment
or Fixing
remuneration
of Directors
including MD,
Executive
Director,
Whole time
Director or
Manager
Independent
Director
•Justification for
choosing the
appointees for
appointment
as
Independent
Director

99. 99