Board Meetings and Minutes Preparation: ICSI’s Key Standards Every CS Must Know

The Institute of Company Secretaries of India ( ICSI ) has a Secretarial Standard-1 (SS-1) to provide a uniform framework for convening and conducting meetings of the Board of Directors across companies. This is an important guideline for the Company Secretaries ( CS ) across India.

This standard is mandatory under the Companies Act, 2013, and ensures improved governance and procedural consistency in board affairs. CS plays a pivotal role in ensuring that these guidelines are meticulously followed.

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SS-1 applies to all companies except One Person Companies (OPCs) with a sole director. It also extends to meetings of committees of the Board unless exempted by other applicable laws or regulations. The standard harmonizes corporate practices with the statutory framework and addresses multiple aspects including the convening of meetings, notice, quorum, attendance, minutes, and preservation of records.

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CONVENING AND CONDUCTING BOARD MEETINGS

Authority to Convene a Meeting

• Any Director can summon a Board Meeting at any time.
• The Company Secretary, or if not available, any person authorized by the Board, must convene the meeting upon a Director’s request.
• Such convening must be done in consultation with the Chairman, or in his absence, the Managing Director or Whole-time Director, as per the Articles of Association.
• The Chairman has the power to adjourn a meeting at any stage for any reason unless the majority of directors present (where quorum exists) object to it.

Time, Place, Mode, and Serial Number

• Every meeting must have a unique serial number.
• Meetings can be held any day except National Holidays, at any place and time.
• If electronic participation is allowed, the notice must mention a physical venue for recording the meeting proceedings.
• Adjourned meetings due to lack of quorum also cannot be held on a National Holiday.
• Directors may participate via electronic mode unless prohibited by law or the item under discussion is restricted(e.g., approval of financial statements, mergers, prospectus, etc.). These restrictions apply especially to Audit Committee meetings as well.

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Notice of the Meeting

• A written notice must be served to all directors via hand delivery, post, courier, fax, email, or other electronic means.
• It must be sent to the registered address or email ID provided by the director or available in their DIN records.
• If a director has specified a preferred method of delivery, notice must be sent accordingly.
• The company must maintain proof of dispatch and delivery.

Issuance and Content of Notice

Agenda and Notes on Agenda

• The Agenda and Notes must also be circulated at least 7 days in advance.
• They should be sent through the same acceptable means as the notice.
• Proof of dispatch and delivery of agenda documents must also be maintained.
• These documents must also be sent to the original director, even if already shared with the alternate director.
• For Unpublished Price Sensitive Information (UPSI), agenda notes may be circulated at shorter notice, subject to approval from a majority of directors (including one Independent Director, if any).
• General consent for this can be obtained at the first board meeting of the financial year.

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Supplementary and Urgent Items

• Supplementary notes can be circulated before or at the meeting but require Chairman’s permission and majority consent (including at least one Independent Director, if applicable).
• Every agenda item must have a supporting note with relevant facts, draft resolution (if needed), and disclosure of any director’s interest.
• Some items mandated by law must be placed before the Board and cannot be passed by circulation (as detailed in Annexures A & B of SS-1).

Flexibility in Agenda

• Items not originally listed in the agenda can be considered with the Chairman’s permission and majority consent (including one Independent Director, if any).
• If no Independent Director is present, ratification is needed either by one Independent Director later or by majority of the Board.
• For urgent matters, the entire notice, agenda, and notes may be issued at shorter notice, provided one Independent Director is present.
• If none are present, decisions taken must be ratified later by an Independent Director or a majority of the directors.

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FREQUENCY OF MEETINGS

Board Meetings

• The Board of Directors must meet at least once every calendar quarter, ensuring:
  • A minimum of four meetings in a calendar year, and
  • A maximum gap of 120 days between two consecutive meetings.
• The first Board Meeting must be held within 30 days of incorporation.
  • After that, it’s sufficient if one meeting is held in each remaining quarter, maintaining the 120-day limit.
• For One Person Companies (OPCs), Small Companies, and Dormant Companies, holding one Board Meeting in each half of the calendar year is sufficient, with a minimum 90-day gap between the two meetings.
• If a meeting is adjourned, the interval is calculated from the date of the original meeting.

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Committee Meetings

• Committees of the Board must meet as frequently as necessary, based on:
  • Legal requirements, or
  • Minimum frequency decided by the Board.

Meetings of Independent Directors

• Companies mandated to appoint Independent Directors must ensure they meet at least once every calendar year.
• Purpose of the meeting:
• Review performance of Non-Independent Directors and the Board as a whole.
• Evaluate performance of the Chairman.
• Assess the flow, quality, and timeliness of information from management to the Board.
• The Company Secretary shall facilitate this meeting if requested by the Independent Directors.

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QUORUM

Presence of Quorum

• Quorum must be maintained throughout the entire meeting, not just at the start.
• If quorum is lost at any point (e.g., due to directors leaving or being interested in an item), the meeting cannot proceed with that item.

Exclusion of Interested Directors

• A Director shall not be reckoned to force Quorum respect of an item in which he is interested and he shall not be present, whether physically or through Electronic Mode, during discussions and voting on such item.
• A Director is deemed “interested” if the company is entering into or proposing a contract with:
  • Himself or his relative,
  • A body corporate where he (alone or with others) holds more than 2% of share capital or holds a managerial role,
  • A firm or entity where he or his relative is a partner, owner, or member.

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Participation via Electronic Mode

• Directors attending via electronic mode are counted for quorum, except when:
  • They are excluded by law for specific items of business, or
  • They are attending restricted agenda items (e.g., approval of financial statements, Board’s Report, mergers, takeovers) — in such cases, they need Chairman’s permission to participate, and even then, they cannot vote or be counted for quorum.

Quorum for Board Meetings

• Minimum quorum:
  • One-third of the total strength of the Board, or
  • Two directors, whichever is higher.
  • Fractions are rounded up.
• If the Articles prescribe a higher quorum, the company must follow that.
• Vacant director positions are not included in the total strength.
• If Interested Directors constitute two-thirds or more of the total strength, the remaining minimum two disinterested directors shall form the quorum for that item.
• If a meeting cannot be held for lack of quorum, it is automatically adjourned to the same day, time, and place in the following week (or the next non-holiday).
• If there’s no quorum at the adjourned meeting, it stands cancelled.

Minimum Number of Directors

• If the number of directors falls below the minimum required by the Articles, no business can be transacted until the number is restored.
• If it falls below the statutory quorum, the remaining directors may only act to:
  • Increase the number of directors to meet the quorum, or
  • Call a general meeting.

Quorum for Committee Meetings

• Unless otherwise specified, all members of a committee must be present for a valid meeting.
• If any law, regulation, or the Board’s resolution prescribes a different quorum, that must be followed.

Attendance at Meetings

Attendance Registers

• Companies must maintain separate attendance registers for Board and Committee meetings.
• Pages must be serially numbered. If in loose-leaf format, they should be bound periodically.

Contents of the Register

• The register must include:
  • Serial number and date of the meeting,
  • Committee name (if applicable),
  • Venue and time,
  • Names and signatures of directors, Company Secretary, and invitees present.

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Signing and Recording Attendance

• All present (directors, CS, invitees) must sign the register.
• For directors attending via electronic mode, the Chairman must confirm attendance through a roll call at the start.
  • Their name and location must be recorded in the minutes.
  • The register is deemed signed if the attendance is recorded by the Chairman or CS in both the register and minutes.
  • Proceedings must be electronically recorded, with time and venue details.

Storage and Inspection

• The attendance register is to be kept at the Registered Office or another Board-approved location.
• It may be taken to meeting venues when needed.
• Directors, Statutory Auditors, Secretarial Auditors, and Company Secretary in Practice may inspect it.
• Company members are not entitled to inspect the register.
• Entries must be authenticated by the CS, or by the Chairman if no CS is present.

Preservation and Custody

• Registers must be preserved for at least 8 financial years, after which they may be destroyed with Board approval.
• This includes electronic attendance records.
• The register shall be in the custody of the Company Secretary or an authorized director, if there is no CS.

Leave of Absence

• Leave of absence is granted only if a request is made to the Company Secretary or Chairman.
• A director’s office becomes vacant if he/she is absent from all Board meetings for 12 months, with or without approved leave.

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CHAIRMAN

Chairman of Board Meetings

• The Chairman of the company shall also act as the Chairman of the Board.
• If there is no designated Chairman, the directors may elect one of themselves to preside.
• The Chairman conducts the Board meetings. In his absence, the present directors may elect a chairman for that meeting (unless otherwise stated in the Articles of Association).

Role and Duties of the Chairman

• Ensure the meeting is duly convened and properly constituted as per the Companies Act, Rules, and other applicable regulations, with assistance from the Company Secretary.
• Promote effective discussions and deliberations, and guide the meeting’s flow based on the consensus.
• If the Chairman is interested in any agenda item, he must entrust the conduct of that item to a disinterested director and stay out of the discussion on that item.

Electronic Participation

• If directors attend via electronic mode, the Chairman and Company Secretary must ensure:
  • Security and proper identification protocols are followed.
  • Confidentiality is maintained, no one except the concerned director is allowed access to the proceedings, except when a differently-abled director requests assistance (with confidentiality assured).

Casting Vote

• In the event of a tie, the Chairman shall have a second or casting vote, unless otherwise restricted by the Articles of the company.

Chairman of Committee Meetings

• Committee meetings are conducted by the Chairman appointed by the Board or elected by the committee itself.
• If the elected Chairman is not present, the committee members present may elect one among them to preside over the meeting, subject to any provision in the Articles.

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PASSING OF RESOLUTION BY CIRCULATION

While certain business matters must be approved only at Board meetings, others, especially those requiring urgent decisions may be approved through Resolutions by Circulation.

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Authority

• The decision to pass a resolution by circulation is taken by the:
  • Chairman, or in his absence,
  • Managing Director, then
  • Whole-time Director, or
  • Any other non-interested Director.
• Certain matters cannot be passed by circulation and must be considered at a Board meeting (refer Annexure A of SS-1).
• If at least one-third of directors request that a resolution be discussed at a meeting, the Chairman must place it on the agenda of the next Board meeting.
  • Note: Interested directors are included in this one-third calculation.

Procedure

• The draft resolution, along with supporting papers, must be circulated individually to all directors (including interested ones) on the same day.
• Modes of circulation: hand delivery, post, courier, email, or any other recognized electronic means.
• The company must maintain proof of sending and delivery.
• Each resolution must be accompanied by:
  • Explanatory notes (scope, rationale, and director interests),
  • Instructions for recording assent/dissent, and
  • Last date to respond (within 7 days from circulation).

Approval

• A resolution is considered passed if a majority of directors entitled to vote approve it.
  • If Articles require special majority or affirmative vote, that must be fulfilled.
• Interested Directors cannot vote.
• Resolution is deemed passed on the earlier of:
  • The last date to respond, or
  • The date when approval is received from more than two-thirds of directors.
• If a director does not respond by the deadline, they are deemed to have abstained.
• If approval from the required majority is not received by the deadline, the resolution is not passed.

Recording

• Resolutions passed by circulation must be noted at the next Board meeting.
• The Minutes must record:
  • The text of the resolution,
  • Any dissent or abstention, and
  • The fact that Interested Directors did not vote.

Validity

• A resolution passed by circulation is as valid as one passed in a properly convened Board meeting.
• However, this does not replace the requirement to hold Board meetings as per the prescribed frequency under the Companies Act.

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MINUTES

Maintenance of Minutes

• Companies must maintain distinct Minutes Books for the Board and each Committee.
• Minutes may be kept in physical or electronic form with timestamp, using a uniform and consistent format approved by the Board.
• Pages must be serially numbered, and blank spaces scored out and initialled.
• Loose-leaf formats must be periodically bound with proper security mechanisms.
• Minutes must not be pasted, attached, or tampered with.
• The Minutes Book must be stored at the registered office or another Board-approved location.

Contents of Minutes

General Contents:

• Begin with serial number, type of meeting, company name, date, time, venue, and start and end time.
• Record:
  • Names of directors present (physical or electronic), Company Secretary, and invitees.
  • Appointments made (Directors, KMPs, Auditors, etc.).
  • Details of adjournments or lack of quorum.

Specific Contents:

• Record:
  • Election of Chairman, quorum, grant of leave of absence.
  • Mode and location of attendance for each director.
  • Minutes notes from previous Board/Committee meetings.
  • Resolutions passed by circulation, with any dissent or abstention.
  • Details of interested directors abstaining from discussion/voting.
  • Directors’ views (if specifically insisted, unless deemed irrelevant or defamatory).
  • Dissenting votes, decisions made under short notice, and casting vote usage.
• Include brief background, summary of discussions, and rationale for key decisions.

Recording of Minutes

• Minutes must provide a fair and correct summary of the meeting.
• The Company Secretary records the minutes, if absent, an authorised person may do so.
• Written in clear, concise language, in third person and past tense (resolutions in present tense).
• Chairman may exclude content deemed defamatory, irrelevant, or detrimental.
• Documents referred in the meeting must be initialled by the CS or Chairman and referenced in the Minutes.
• Any modification or supersession of earlier resolutions must be noted.
• Minutes of previous meetings must be noted in the next Board meeting.

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Finalisation of Minutes

• Draft Minutes to be circulated within 15 days of the meeting for director comments (via hand, post, courier, email, etc.).
• Directors must respond within 7 days.
  • Late comments may be accepted at Chairman’s discretion.
  • No response = deemed approval.
• Even if a director has ceased office, they are entitled to review and comment on draft minutes of meetings they were entitled to attend.

Entry in the Minutes Book

• Finalised minutes must be entered within 30 days of the meeting’s conclusion.
• In case of adjourned meetings, both original and adjourned meeting minutes must be recorded within 30 days of their respective dates.
• The date of entry must be recorded by the CS or an authorised person.
• Once entered, Minutes cannot be altered except with Board approval at a future meeting.

Signing and Dating

• Minutes to be signed and dated by the Chairman of the meeting or the Chairman of the next meeting.
• Chairman must initial each page, sign the last page, and mention the date and place of signing.
• Blank spaces after minutes must be scored out.
• In the case of electronic records, the Chairman must use a digital signature.
• Once signed, minutes cannot be altered (except as per 7.5.3).
• Certified copies of signed minutes must be circulated to all directors within 15 days after signing.

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Inspection and Extracts

• Inspection Rights:
  • Directors (past and present), Secretarial Auditors, Statutory Auditors, Cost Auditors, and Company Secretary in Practice may inspect the Minutes.
  • Inspection may be in physical or electronic form.
  • Members of the company have no right to inspect Board/Committee minutes.
• Extracts of Minutes:
• Given only after entry in the Minutes Book, except for certified copies of resolutions placed at the meeting, which may be issued earlier.
• Past and present directors are entitled to receive copies of minutes for meetings during their tenure.
• Extracts may be provided in physical or electronic form.

PRESERVATION OF MINUTES AND OTHER RECORDS

Permanent Preservation of Minutes

• Minutes of all Board and Committee meetings must be preserved permanently, either in physical or electronic form with a timestamp.
• In cases of merger or amalgamation, the transferee company must permanently preserve all minutes handed over by the transferor company, even if the latter has been dissolved.

Preservation of Notices and Related Documents

• Office copies of:
  • Notices,
  • Agenda,
  • Notes on Agenda, and
  • Other related papers
• must be preserved in good condition (physical or electronic) for:
  • As long as they remain current, or
  • At least eight financial years, whichever is later.
• After this period, they may be destroyed with Board approval.
• In case of amalgamated/merged entities, the transferee company must preserve the transferor company’s documents for the same duration, and destruction requires Board approval and, where necessary, Central Government permission.

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Custody of Minutes Books

• Minutes must be kept under the custody of the Company Secretary.
• If there is no Company Secretary, they shall be kept by a Director authorised by the Board.

DISCLOSURE

The Annual Report and Annual Return of a company shall disclose the number and dates of Meetings of the Board and Committees held during the financial year indicating the number of Meetings attended by each Director.

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