SECRETARIAL STANDARDS OF BOARD MEETING AS                               APPLICABLE FROM 1ST JULY, 2015

1. Scope

• Applicable on all types of Companies including Private Companies and Public Companies except one person Company.
• Also applicable on the Committee Meetings.

2. Convening a meeting

• Any Director can summon the meeting of the Board.
• Company Secretary or where there is no Company Secretary any person authorized by the Board shall convene the meeting on the requisition of the Director and in consultation with the Chairman/Managing Director/Whole Time Director.
• Every meeting shall have a serial number.
• A meeting can be convened at any time and place, on any day, excluding a national holiday.
• Minimum seven days notice should be sent to the all Directors of the Company at the address registered with the Company.
• Notice should be given to all the Directors by hand delivery or by Speed Post or by Registered Post or by courier or by fax or by email or by any other electronic means.
• Notice shall be issued by the Company Secretary and should specify serial number, day, date, time, full address of the venue of the meeting.
• Notice should specify whether the facility of participation through electronic mode is available or not.
• The agenda setting out the business to be transacted at the meeting and notes on agenda shall be given to the Directors at least seven days before the meeting unless the article prescribes a longer period.

3. Attendance at the meeting

• Every Company shall maintain attendance register for the meeting of the Board .
• This attendance register is to be maintained for 8 years.
• This attendance register should be in the custody of the Company Secretary.
• Every Director, Secretarial auditors, Statutory Auditor and Practicing Company Secretary shall have a right to inspect the register.
• Chairman shall confirm that attendance of those Directors passing through electronic mode by taking a roll call at the start of the meeting.
• Every entry in an attendance register should be authenticated by Company Secretary.

4. Quorum of the Meeting

• Quorum of the meeting shall be 1/3^rd of the total number of Director.
• Interested director shall not become part of quorum.
• Directors participating through electronic mode shall also be counted for the purpose of the quorum.
• Total strength for the purpose of the quorum shall not include director who's places are vacant.
• If the numbers of interested directors exceeds or equal to 2/3^rd of the total strength, remaining director not less than 2 shall become the quorum.
• If the quorum is not present at the meeting then the meeting shall get adjourned to the same date, time venue of the next week provided it is not a national holiday. National holiday means 2^nd October, 15^th August ,26^th January etc

5. Frequency of meetings

• There should be one meeting in every calender quarter and in total there should be atleast four meetings in a calender year.
• Gap between two meetings shall not be more than 120 days.
• First meeting should be held within 30 days of incorporation and should transact the business as specified in annexture B.
• In case of one person Company, dormant Company and small company one meeting in half calendar year is suffice.

6. Passing of resolution by circulation

• In an urgent matter except matter provided in annexture A, resolution can be passed by circulation.
• Where not less than 1/3^rd of total number of the Directors for the time being require the resolution to be decided at a meeting, the Chairman shall put the resolution for consideration at a meeting of the Board.
• Draft resolution should be circulated among the members.
• Draft of the resolution along with the necessary papers shall be circulated among the Directors.
• Circulation resolution should be accompanied with a note setting out details of the proposal.
• Every such resolution shall have a serial number.
• Resolution shall be approved when the majority of the Directors give assent to it.
• Resolution passed by circulation shall be noted at the next meeting of the Board.

7. Minutes

• Minutes should be maintained of every meeting of the Board in a separate register.
• Minutes can be in electronic form also.
• The pages of the minute book consequently numbered.
• Minutes of the Board meeting should be kept at the registered office of the Company.

8. Contents of Minutes

• Minute shall state at the beginning the serial number and type of the meeting, name of the Company, day, date, time of commencement and conclusion of the meeting.
• Minute shall record name of the director present, company secretary and invitee.
• Minute shall contain a record of all appointments of Director, Secretarial Auditor, Statutory Auditor, Cost Auditor, Internal Auditor, Key Managerial Personnel and one level below Key Managerial Personnel made at the meeting.
• Minute shall contain a record of election of Chairman, Record of presence of Quorum, Record of Directors who were granted leave of absence, Record of attendance of Directors, Record of Directors participating through electronic mode, Record of name of Company Secretary, Record of noting of Minutes, Record of interested Director not present during discussion and vote, Record of views of independent Director, Record of Directors participating only a part of a meeting, Record of Director dissenting and record of name of Director dissenting, Record of rectification by independent Director, in case meeting is called in shorter notice, Record of time of commencement and conclusion of meeting.

9. Recording of Minutes

• It is the duty of the Company Secretary to record the proceedings of the meeting in case if the Company Secretary is not there then the person is duly authorized by the Board shall record the proceedings of the meetings.
• Minutes should be written in third person in past tense. However resolution can be in present tense.
• Any document report on notes place before the meeting should be initialed by the Company Secretary or by the Chairman.
• Minutes of the proceeding should be noted in the next meeting.

10. Finalization of Minute

• Within 15 days from the date of the conclusion of the meeting of the Board, the draft Minutes thereof shall be circulated to all the members of the Board or the Committee for their comments.
• Proof of sending draft Minutes and its delivery shall be maintain by the Company.
• Director shall communicate in writing on the draft Minutes within 7 day from the date of circulation thereof so that the Minutes are finalized and enters into the Minute Book within the specified time of thirty days.
• The date of entry of the minutes in the minute book shall be recorded by the Company Secretary.
• Minutes once entered in the Minutes books shall not be altered.
• Minutes can be altered only at the subsequent meeting by the permission of the Board.
• Minutes of the meetings should be signed by the Chairman or by the Chairman of the next meeting.
• 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 and shall be circulated to all the directors within 15 days after these are signed.
• Only Directors, PCS, Secretarial Auditor, Statutory Auditor, Cost Auditor, Internal Auditor can inspect the Minutes of Board Meeting or Committee Meeting for the performance of his duties.

11. Preservation of Minutes

• Minutes of all the meetings should be preserved permanently.
• Office copies of notice agenda, notes on agenda should be preserved for 8 years.
• Minutes book should be in the custody of Company Secretary.

12. Disclosure

• Annual Report and Annual Return of the Company shall disclose the number and date of the meeting held during the financial year indicating the number of meetings attended by each director.