Tag Archives: Board meeting

No Sense Notice!!


This is a very interesting query received recently.

One existing independent director is going to be retired at the conclusion of the upcoming Annual General Meeting of the company. The company (read management) do not want to renew the tenure of independent director. The name of another independent director has already been proposed by the management in the notice of the Annual General Meeting. Now, there is a proposal to call a Board Meeting just after (or next day) the conclusion of Annual General Meeting. As per the law and the articles of the company, there is a requirement of 7 days notice or 48 hours shorter notice for calling the Board Meeting. The outgoing independent director should receive notice of the Board Meeting. Will it really serve any purpose in law?

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Decoding Secretarial Standards – Preservation, Records, Report and Disclosures


In my earlier post here I have raised some issues related to issuance of secretarial standards. As these are curable technical issues. I continue my study of these Secretarial Standards.

In this post, I will discuss Secretarial Standards related to Preservation, Records, Report and Disclosures under SS – 1 and SS – 2.

Minutes of all Meetings shall be preserved permanently in physical or in electronic form with Timestamp. [Paragraph 8.1 of SS – 1 and Paragraph 18.1 of SS – 2]

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Decoding Secretarial Standards – Contents of Minutes


In my earlier post here I have raised some issues related to issuance of secretarial standards. As these are curable technical issues. I continue my study of these Secretarial Standards.

In this post, I will discuss Secretarial Standards related to Contents of Minutes under SS – 1 and SS – 2.

General Contents:

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 the Meeting. [Paragraph 7.2.1.1 of SS – 1]

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Decoding Secretarial Standards – Maintenance of Minutes


In my earlier post here I have raised some issues related to issuance of secretarial standards. As these are curable technical issues. I continue my study of these Secretarial Standards.

In this post, I will discuss Secretarial Standards related to Maintenance of Minutes under SS – 1 and SS – 2.

Every company shall keep Minutes of all General Meetings, Board and Committee Meetings in a Minutes Book. Minutes kept in accordance with the provisions of the Act evidence the proceedings recorded therein. Minutes help in understanding the deliberations and decisions taken at the Meeting. [Paragraph 7 of SS – 1 and Paragraph 17 of SS – 2]

Maintenance of Minutes:

Minutes shall be recorded in books maintained for that purpose. [Paragraph 7.1.1 of SS – 1 and Paragraph 17.1.1 of SS – 2]

A distinct Minutes Book shall be maintained for Meetings of the Board and each of its Committees. A distinct Minutes Book shall be maintained meeting of the Members of the company, creditors and others as may be required under the Act. [Paragraph 7.1.2 of SS – 1 and Paragraph 17.1.2 of SS – 2]

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Decoding Secretarial Standards – Postal Ballot


In my earlier post here I have raised some issues related to issuance of secretarial standards. As these are curable technical issues. I continue my study of these Secretarial Standards.

In this post, I will discuss Secretarial Standards related to Postal Ballot under SS – 2.

Every company, except a company having less than or equal to two hundred Members, shall transact items of business as prescribed, only by means of postal ballot instead of transacting such business at a General Meeting. [Paragraph 16.1]

A company with 200 or more member shall transact prescribed items of business only by means of postal ballot.

The list of items of businesses requiring to be transacted only by means of a postal ballot is given at Annexure to SS -2. [Background Paragraph 1 after Paragraph 16.1]

The Board may however opt to transact any other item of special business, not being any business in respect of which Directors or auditors have a right to be heard at the Meeting, by means of postal ballot. [Background Paragraph 1 after Paragraph 16.1]

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Decoding Secretarial Standards – Adjournment of meetings


In my earlier post here I have raised some issues related to issuance of secretarial standards. As these are curable technical issues. I continue my study of these Secretarial Standards.

In this post, I will discuss Secretarial Standards related to Adjournment of meetings under SS – 2.

Adjournment of Meetings:

A duly convened Meeting shall not be adjourned unless circumstances so warrant. The Chairman may adjourn a Meeting with the consent of the Members, at which a Quorum is present, and shall adjourn a Meeting if so directed by the Members. [Paragraph 15.1]

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Decoding Secretarial Standards – Resolution and other matters


In my earlier post here I have raised some issues related to issuance of secretarial standards. As these are curable technical issues. I continue my study of these Secretarial Standards.

In this post, I will discuss Secretarial Standards related to Resolution and other matters under SS – 2.

Prohibition on Withdrawal of Resolutions:

Resolutions for items of business which are likely to affect the market price of the securities of the company shall not be withdrawn. However, any resolution proposed for consideration through e-voting shall not be withdrawn. [Paragraph 10]

Two type of resolutions cannot be withdraw:

  • Resolutions for item of business likely to affect the market price of securities of the company, and
  • Resolutions proposed for consideration through e – voting (read remote e-voting).

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