This document summarizes the key provisions of the Secretarial Standard on Meetings of the Board of Directors. It outlines 26 provisions related to convening meetings, notice and agenda, frequency of meetings, quorum, attendance, minutes, and other administrative requirements. The standard is intended to promote good corporate practices for the effective functioning of company boards.

1. 1
Secretarial Standard on Meeting of Board of Directors
Sr.
No
Provisions Analysis Remarks
1. Convening a
Meeting
Authority who may summon the
Board Meeting are;
a. Any Director,
b. Company Secretary
c. If there is No company
Secretary any other person
authorized by the Board.
Usually a Company
Secretary summon/convene
the Board Meeting.
2. Serial Number of
Meeting
Every Board Meeting and other
Committee Meetings shall be
uniquely numbered.
There can be separate code
of numbering the meetings.
3. Time and Place of
Meeting
A Meeting of Board and Committee
may be convened at any time and
place, on any day that is not a
“National Holiday”.
“National Holiday” includes
Republic Day, Independence
Day, Gandhi Jayanti and any
other day declared by CG as
“National Holiday”.
4. Notice of the
Meetings
Notice of every meeting shall be
given to Directors by hand, speed
post, registered post, courier, email
etc.
Notice shall be given at least 7 days
before the date of meeting. (7+2
days in case it is sent through
speed post or registered post)
Notice shall specify serial number,
day, date, time and full address of
the venue of the meeting. (If there
is any electronic facility is
available, its details shall form part
of the notice). If a director specifies
a particulars means of delivery of
Agenda and Notes on Agenda,
these papers shall be sent to him
by such means.
Generally a Company
Secretary is authorized to
issue the notice but if there
is no Company Secretary, it
can be issued by any person
authorised by the Board.
5. Agenda and Notes
on Agenda
Agenda and Notes on Agenda shall
be given to Directors at least 7
days before the date of meeting,
unless the Articles prescribe a
longer period.
Further If a director specifies a
particulars means of delivery of
Agenda and Notes on Agenda,
these papers shall be sent to him
by such means.
In case these are sent
through speed post or
registered post or courier,
additional 2 days shall be
added for the service of
Agenda and Notes on
Agenda. (Proof of Agenda and
their delivery shall be
maintained the company.

2. 2
6. Frequency of
Board Meetings
There shall be held four Board
Meeting in one Financial Year and
the gap between two consecutive
meeting shall not be more than
120 days.
These provisions are
applicable after the first
meeting has been duly held
i.e. within 30 days of
incorporation of company.
7. Frequency of
Committee
Meeting
The meetings of committee can be
held as often as required.
These meeting can be held
subject to the minimum
number and frequency
specified by the Board or as
prescribed by any law or
authority.
8. Frequency of
Independent
Directors Meeting
The meeting of Independent
Directors shall be held at least
once in a Calendar Year.
This provision is applicable
only when company is
required to appoint
Independent Directors on its
Board.
9. Quorum for
Board Meeting
Quorum for Board Meeting shall be
one-third of total strength of the
Board, or two Directors (whichever
is higher) any fraction shall be
rounded off as one.
If the requirement of
quorum, provided in the
Articles is higher than one-
third of total strength then
company shall confirm such
higher requirement.
10. Quorum for
Committee
Meetings
Presence of all the members of
Committee constituted by the
Board is necessary to form the
Quorum.
Any other law may have
provisions for the quorum of
a Committee Meeting and
such provisions shall be
followed.
11. Attendance
Register
Every company shall maintain
separate Attendance Register for
Board Meetings and Committee
Meetings.
All Directors present in the meeting
shall sign the register.
(Leave of absence shall be granted
to Director only when a request for
such leave has been received by
the Company Secretary or by the
Chairman
Every Director, Company
Secretary, and every Invitee
who attends the Meeting
shall sign the attendance
register.
In case any Directors is
participating through
Electronic Mode, the
Chairman shall confirm the
attendance of such Directors.
12. Passing of
Resolution by
Circulation
Basically the Act requires
resolution to be approved only at
the Board Meeting, however if a
business requires urgent decision
can be approved by means of
Resolution by Circulation.
Resolution passed by
circulation are deemed to be
passed at a duly convened
Board Meeting.
13. Minutes Every company shall keep Minutes
of all Board Meeting and
Committee Meeting.
Minutes are the summary of
the Meeting and shall be
prepared in accordance with
the provisions of the Act.

3. 3
Minutes are considered as
Evidence of Meeting.
14. Maintenance of
Minutes
Separate Minutes book to be
maintained for Board Meetings and
Committee Meetings.
Minutes may be maintained in
electronic form in such manner
prescribed under the Act and as
may be decided by the Board.
Minutes in E-Form shall be
maintained in Timestamp.
Timestamp means the
current time of an event that
is recorded by a Secured
Computer System and is
used to describe the time
that is printed to a file or
other location to help keep
track of when data is added,
removed, sent or received.
15. Numbering of
Minutes
The pages of Minutes Book shall be
consecutively numbered.
Minutes of the Board
Meeting, if maintained in
loose-leaf from shall be
bound periodically depending
in size and volume coinciding
with one or more F.Y of the
company
16. Place of Keeping
Minutes
Minutes of Board Meeting shall be
kept at the Registered Office of the
company or such other place
approved by the Board.
Usually Minutes are kept at
the registered office of the
company.
17. Contents of
Minutes
Minutes shall contain the record
and names of the Directors present
whether physically or through
electronic mode, the Company
Secretary and Invitees who attends
the meeting.
Minutes shall also contain the
following records;
a. all appointments made at the
meeting.
b. record of election of the
Chairman of the meeting.
c. record of presence of quorum.
d. name of the director who sought
or were granted leave of absence.
e. the mode of attendance of
director whether physically or
electronic mode.
f. Noting of the Minutes of the
preceding meeting etc.
The name of the Directors
shall be listed alphabetically,
but shall be started with the
name of the Chairman.
18. Recording of
Minutes
Minutes shall contain fair and
correct summary of the
proceedings of the meeting.
Minutes shall be written in clear,
concise and plain language.
Minutes of the Committee
Meeting shall be noted at a
meeting of the Board held
immediately following the
date of entry of such Minutes
in the Minutes Book.

4. 4
19. Finalisation of
Minutes
Minutes of Meeting is required to
be finalised within 15 days of
conclusion of the Meeting.
The draft minutes shall be
circulated by hand or by
speed post or by registered
post or by courier or by email
or by any other recognised
electronic means to all the
members of the Board or the
Committee for their
Comments.
20. Entry in the
Minutes Book
Minutes shall be entered in the
Minutes Book within 30 days from
the date of conclusion of Meeting.
Date of entry of Minutes in the
Minutes Book shall be recorded by
the Company Secretary.
Minutes once entered in the Book
shall not be altered (alteration is
possible only with the approval of
the Board at subsequent meeting.
In case of adjourned meeting,
the minutes in respect of
original meeting as well as
the adjourned meeting shall
be entered in the Minutes
Book within 30 days from
the date of respective
meeting.
21. Signing and
Dating of Minutes
Minutes of the Meeting if the Board
shall be signed and dated by the
Chairman of the Meeting or by the
Chairman of the next meeting.
The Chairman shall initial each
page of the Minutes, sign the last
page and appended to such
signature the date on which and
the place where he has signed the
minutes.
Minutes once signed by the
Chairman shall not be altered.
Minutes of any previous
meeting may be signed either
by the Chairman of such
meeting at any time before
next meeting is held or by
the Chairman of the next
meeting at the next meeting.
22. Circulation of
signed Minutes
A copy of signed Minutes certified
by Company Secretary (by director
in case there in no Company
Secretary) shall be circulated to all
Directors within fifteen days after
these are signed.
23. Inspection and
Extracts of
Minutes
The Minutes Board and Committee
Meetings can be inspected by the
Following:
a. Directors;
b. Secretarial Auditor;
c. Statutory Auditor;
d. Cost Auditor;
e. Internal Auditor;
Extracts of Minutes shall be given
only after the Minutes have been
duly entered in the Minutes Book,
Inspection of Minutes may be
provided in physical or
electronic form.

5. 5
However certified copy of
Resolution passed at a meeting
may be issued even earlier, if the
text of that Resolution had been
placed at the meeting.
24. Preservation of
Minutes and
other records.
Minutes of all Meetings shall be
preserved permanently in physical
or in electronic form with
timestamp
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 8
Financial Years, whichever is
later and may be destroyed
thereafter.
25. Custody of
Minutes
Minutes Book shall be kept in the
custody of Company Secretary.
If there is no Company
Secretary, Minutes shall be
kept in the custody of
Director authorized by the
Board.
26. Disclosure The Annual Report and Annual
Return of a company shall disclose
the number and dates of Meetings
of Board and Committees held
during the Financial Year
indicating the number of Meetings
attended by each Director
This is an Additional
requirement in Annual
Report
Prepared By
Mohd Saqib
Company Secretary
Disclaimer:
The entire contents of this document have been prepared on the basis of relevant
provisions and as per the information existing at the time of the preparation.
Though utmost efforts has made to provide authentic information, it is suggested
that to have better understanding kindly cross check the relevant sections, rules
under the Companies Act, 2013. The observations of the author are personal view
and the authors do not take responsibility of the same and this cannot be quoted
before any authority without the written.