Secretarial Standard 1: A Complete Guide to Meetings of the Board of Directors

The Ministry of Corporate Affairs (MCA), through Section 118(10) of the Companies Act, 2013, has mandated compliance with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). Among these, Secretarial Standard 1 (SS-1) deals with the conduct of meetings of the Board of Directors.

SS-1 provides a detailed framework to ensure good governance, transparency, accountability, and uniformity in how board meetings are convened, conducted, and documented.

Applicability of SS-1

SS-1 applies to all meetings of the Board of Directors of companies incorporated under the Companies Act, 2013, except One Person Company (OPC) and Small Companies.

It covers both physical and electronic participation of directors.

Key Provisions of Secretarial Standard 1
1. Notice of Meeting

Every meeting must be convened by giving at least 7 days’ notice in writing to every director.

Notice can be sent by hand delivery, post, or electronic means (e-mail).

The notice should specify the date, time, venue, and detailed agenda of the meeting.

2. Agenda and Notes on Agenda

The agenda must be circulated along with notes and relevant documents at least 7 days before the meeting.

Urgent business items can be taken up with the consent of the majority directors, including at least one Independent Director, if any.

3. Frequency of Meetings

The Board should meet at least once every 120 days, and there must be a minimum of 4 meetings in a year.

4. Quorum

Quorum shall be one-third of the total strength of the Board or two directors, whichever is higher.

Participation by video conferencing counts towards quorum.

5. Attendance

Every company must maintain an Attendance Register, signed by directors physically or recorded electronically in case of video meetings.

6. Chairman of the Meeting

The Chairman of the Board presides over the meeting. If absent, directors present may elect one among themselves.

7. Passing of Resolutions

Resolutions may be passed at a meeting or by circulation, but important matters such as approval of financial statements, Board’s Report, mergers, etc., must be decided only at duly convened meetings.

8. Minutes of Meeting

Minutes must be prepared, signed, and maintained as per SS-1.

Draft minutes should be circulated to all directors within 15 days of the meeting.

Final minutes must be entered in the Minutes Book within 30 days of the meeting, authenticated by the Chairman.