As per Section 118 of the Companies Act, 2013, Every Company is required to observe SS-1 except
(i) One Person Companies (OPC) having only one Director on its Board and
(ii) Such other class or class of companies which are exempted by Central Government through Notification e.g. companies licensed under Section 8 of the Companies Act, 2013. Exemptions
shall be applicable to a Section 8 company provided it has not committed a default in filing
its Financial Statements or Annual Return with the Registrar of Companies.
SS-1 is also applicable to the Meetings of Committee(s) of the Board viz Audit Committee,
Nomination and Remuneration Committee, Corporate Social Responsibility (CSR) Committee &
Stakeholders Relationship Committee.
Convening a Meeting:
Subject to Articles of Association of a company, Board meeting may be convened by any Director of a company or by CS or where there is no Company Secretary, any person authorized by the Board, on the requisition of a Director. The Company Secretary cannot call for a Meeting on his own, unless authorized by the Board of Directors or the Articles to do so.
Day, Time, Place, Mode and Serial Number of Meeting:
- It is mandatory for every meeting to have a serial number for ease of reference.
- Serial number of the original Meeting and the adjourned Meeting should be the same. For eg:
In case the serial number of the original Meeting is 10th Meeting, the serial number of the
adjourned Meeting should be 10th Meeting (Adjourned) - Board of Director’s meeting can be convened even on Sunday and national holiday too. Even a
meeting of Board of Director’s adjourned for want of quorum can be held on national holiday.
Notice of the Meeting:
Notice of the Meeting shall clearly mention a venue, whether registered office or otherwise, to be the venue of the Meeting and all the recordings of the proceedings of the Meeting, if conducted through Electronic Mode, shall be deemed to be made at such place.
Communication by a Director of his intention to participate through Electronic Mode:
- A Director intending to participate through Electronic Mode should communicate his intention to the Chairman or the Company Secretary of the company.
- He should give prior intimation to that effect sufficiently in advance so that the company is able to make suitable arrangements in this behalf.
- Directors shall not participate through electronic mode in the discussion on certain restricted items. (Earlier, they could do so with express permission of Chairman)
- After giving the aforesaid intimation, if the Director decides to participate by being present physically at a particular Meeting, he may so participate after communicating the same to the
Company.
Meetings through Electronic Mode:
There is no restriction on a company to hold all its Meetings through Electronic Mode provided the company ensures presence of physical Quorum during consideration of any of the restricted items of business and comply with the applicable legal provisions.
Delivery of Notice:
Notice in writing of every Meeting shall be given to every Director by hand or by speed post or by registered post or by facsimile or by e-mail or by any other electronic means. Where a director specifies a particular means of delivery of notice, the notice shall be given to him by such means. But, in case of a meeting conducted at a shorter notice, the company may choose an expedient mode of sending notice.
Form of Notice:
- The Notice should preferably be sent on the letter-head of the company.
- Where it is not sent on the letter-head or where it is sent by e-mail or any other electronic means, there should be specified, whether as a header or footer, the name of the company and complete address of its registered office together with all its particulars such as CIN, date of the Notice, authority and name and designation of the person who is issuing the Notice and preferably the phone number of the Company Secretary or any other designated officer of the company who could be contacted by the Directors for any clarifications or arrangements.
- Notice should be signed by the Company Secretary. If there is no Company Secretary, the Notice should be signed by any Director or any other person who is authorized by the Board to issue Notice.
- The Notice shall specify the serial number, day, date, time and full address of the venue of the Meeting.
- The Notice should specify the serial number given to the Meeting.
- Day and date specified in the Notice should be as per the Gregorian calendar.
- The time specified in the Notice should be the time of commencement of the Meeting.
- In the case of a requisitioned Meeting, it is advisable to mention in the Notice the fact that the Meeting is being convened on the requisition of a Director.
Notice is Mandatory:
- The Notice of a Meeting shall be given even if meetings are held on pre-determined dates or at pre-determined intervals.
- Notice convening a Meeting shall be given at least seven days before the date of the Meeting,
unless the Articles prescribe a longer period. - The company may prescribe a longer Notice period through its Articles, in which case the Articles should be complied with. However, the statutory Notice period of seven days cannot be reduced by the company in its Articles. The only exception to this is situations where the Articles provide for giving Notice at a shorter period of time.
Shorter Notice for Notice and Agenda:
- To transact urgent business, the Notice, Agenda and Notes on Agenda may be given at shorter period of time than stated above, if at least one Independent Director, if any, shall be present at such Meeting.
- If none of the Independent Directors are present at the Meeting held on shorter Notice and on the subsequent circulation of Minutes, none of the decisions or any of the decisions taken at such Meeting is disapproved or not ratified by at least one Independent Director, if any, such decisions of the Board in respect of such items fail. The company should, therefore not implement decisions taken at such Board Meeting until they are ratified by at least one Independent Director, if any.
- In case the company does not have an Independent Director, ratification of the decisions taken
at such Meeting should be done by the majority of Directors of the company. However, such
ratification by majority is not required where the item was approved at the Meeting itself by
a majority of Directors of the company.
