Secretarial Standard-1 on Board Meeting

• All Directors
• Business Secretary (If any)
• Anybody authorized by the Board to act in this capacity upon the request of a Director after consulting with the Chairman While he was away (Unless otherwise provided in the Articles)
• Executive Director (If any)
• Permanent Director (If any)

• A company secretary,
• Any Directors or
• Any other individual designated for the purpose by the Board.

• Unless the Articles require a longer amount of time, should be communicated at least seven days prior to the date of the Meeting.
• A further two days will be charged for the service if the provider ships through registered or fast post.
• The dates and times of meetings are set in advance, and notice of meetings must be given.

• At any time during the meeting, the Chairman may postpone it for any reason, except
• Dissented to
• Refused by a majority of the Directors present at a meeting at which a quorum is present.

• To all Directors (Even to the original director even if these have been sent to the Alternate Director)
• Adjourned Meeting Notice:
•  Distributed to all Directors, even those who missed the meeting on the scheduled day.
• Unless the postponed meeting is scheduled during the meeting,
• At least seven days before to the meeting, notice must also be issued.

(Including Agenda and Notes on Agenda)

• The company will choose the method of providing the notice, whether it is by hand, speed post, registered post, facsimile, e-mail, or any other electronic method.
• When a Director designates a specific method of delivery for the Notice, that method must be used to deliver the Notice to the Director. However, if a meeting is held with less notice, the corporation may choose a quicker method of distributing the notice, agenda, and agenda notes.

(Including Agenda and Notes on Agenda)

• To the mailing address or email address that the Director registered with the business
• When a Director designates a specific method of delivery for the Notice, that method must be used to deliver the Notice to the Director.
• The company should keep records of notices sent, agendas sent, agenda notes sent, and notices of delivery (3 years)

• The Notice must include the meeting’s venue’s entire address, serial number, day, date, time, and means of communication.

• A note supporting each item of business that has to be approved during the meeting is required.
• Serial numbers will be assigned to each item of business that will be discussed during the meeting.
• Any topic not on the agenda may be brought up for discussion with the Chairman’s approval and the support of the majority of the Directors present at the meeting.
• Supplementary Notes: Any of the agenda items may have supplemental notes circulated at or before the meeting, but these notes may only be discussed with the chairman’s approval and the support of the majority of the directors present, who must include at least one independent director if any. 
• The Notice will advise the Directors of their choice to participate electronically and will provide them with all the essential details.
• In addition, the Notice must include the phone number(s) or email address (es) of the Chairman, the Company Secretary, or any other person designated by the Board, which the Director must confirm.

• With the approval of a majority of the Directors, which must include at least one Independent Director, notes on certain topics may be delivered in a shorter amount of time.
• At the first Board meeting of each fiscal year, as well as anytime the director changes, general approval for presenting notes on such topics may be obtained.
• If the required general permission has not been obtained, it must be obtained before the Meeting takes up the relevant topics for discussion. The Minutes must reflect the fact that permission was obtained.

• Unless expressly forbidden, any Director may participate through electronic mode.
• A Director must notify the Chairman or the Company Secretary in advance if he plans to participate through electronic mode so that they can make the necessary preparations.
• The Director may also communicate his participation intentions by electronic means at the start of the calendar year, and those communications shall be valid for that calendar year.
• It shall be presumed that the Director will physically attend the Meeting in the absence of a prior communication or confirmation from him in the manner described above.
• If the Company Secretary or, in the absence of a Company Secretary, the Chairman or any other Director present at the Meeting, if so authorized by the Chairman, signs the attendance register and the fact of such participation is also noted in the Minutes, it will be assumed that the Directors participating via electronic mode have signed it.

shorter Notice

• The Notice must mention that the Meeting is being conducted with a shorter Notice.
• If at least one Independent Director, if any, is present at such Meeting, the Notice, Agenda, and Notes on Agenda may be delivered earlier than mentioned above in order to conduct urgent business.
• Decisions made at such a Meeting must be communicated to all the Directors if an Independent Director is not present. These decisions become final only after receiving the approval of at least one Independent Director if any.
• Unless such decisions were adopted at the Meeting itself by a majority of the Company’s Directors, decisions in cases where the Company lacks an Independent Director shall only be final upon confirmation by a majority of the Company’s Directors.

• A minimum of four meetings of its board are held each calendar year, with no more than 120 days separating any two meetings that are held back-to-back.
• Within thirty days after the incorporation date, the board will hold its first meeting.
• If a One Person Company, Small Company, or Dormant, sufficient
• In each half of a calendar year, the company has one board meeting, with a minimum of 90 days passing between meetings.
• When an adjourned meeting is a continuation of the previous one, the time between meetings is measured starting from that date.
• Committee meetings—as frequently as required by any legislation
• At least one meeting of independent directors every calendar year

• Throughout the Meeting, a quorum must be present.
• Directors who are interested are not included in the quorum for the relevant transaction.
• Except where prohibited, directors participating through electronic mode counted toward the quorum.
• A board meeting requires a quorum of either two directors or one-third of the board’s total membership, whichever is higher.
• Any fraction in the aforementioned one-third must be rounded to the nearest whole number.
• If there are more than or equal to two-thirds of the total number of directors who are interested in voting, the remaining directors present at the meeting, who must number at least two, will constitute the quorum for that issue.
• Lack of quorum – The meeting will automatically be postponed to the same day, the next week, at the same time and location, or, if that day is a national holiday, to the following day, the following week, which is not a national holiday, at the same time and place.
• The meeting will be canceled if there is not a quorum at the adjourned meeting as well.
• If there are fewer than the minimum number of Directors required by the Articles, no business may be conducted until the remaining Directors or a general meeting has increased the number.

• Only when a request for such leave has been made known to the Company Secretary, Chairman, or any other individual designated by the Board to serve as the meeting’s notice-issuer.
• If a Director Misses all of the Board meetings held over the course of a year, whether or not they request a leave of absence from the Board, their position will become vacant.

• The board’s chairman must also be the company’s chairman. The Directors may choose one among themselves to serve as the Chairman of the Board if the company lacks a Chairman.
• The Board Meetings will be presided over by the Chairman of the Board. Unless otherwise specified in the Articles, the Directors present at the Meeting shall pick one of themselves to chair and conduct the Meeting if such a Chairman is not chosen or if the Chairman is unable to attend.

Commissions’ Meetings:

• According to the Act or any other legislation or the Articles, the Committee Meetings shall be presided over by a member of the Committee who has been selected by the Board or chosen by the Committee as Chairman of the Committee. Except as otherwise stated in the Articles, the Committee must pick one of its members present to a chair and manage the Meeting of the Committee if no Chairman has been so chosen or if the elected Chairman is unable to attend the Meeting.