Secretarial Standards 1 issued by ICSI are effective from 1st July, 2015 and all the companies shall

mandatorily comply with those.

Frequency of Meetings: At least 4 meeting, per quarter one meeting with no gap of more than 120
days
Notice Length: 7 days, in case to be sent by post/ courier then 9 days.
Notice Content: Serial Number of the Meeting, day, date, time and full address of the venue, and
details of an Electronic Mode if any made available for attending the meeting.
Agenda and Notes Agenda and Notes thereto shall be circulated at least 7 days before the meeting.
Notes shall give details of each agenda and state if any director is interested therein. A resolution to
be passed at meeting shall be made part of the notes or shall be tabled at the Meeting. Unpublished
price sensitive information can be circulated at sorter length if agreed by majority of the directors.
Proof of Notice & Agenda: Company shall maintain proof of issue of Notice and Agenda to all
directors.
Short Notice: Notice of shorter length is allowed if consent of majority directors is obtained, out of
which at least one is independent director, if any. Notice shall clearly state that meeting is being held
at shorter notice. Decisions taken at such meeting shall be final only on ratification thereof by at least
one independent director, if any, where no Independent Director then on ratification by majority of
the Directors
Urgent Business: Any business not included in the Agenda can be taken up at meeting with approval
of Chairman and majority directors present at the Meeting, which shall include at least one
independent Director, if any. Minutes of such Meeting shall be final only on ratification of the decision
on such urgent agenda by majority of the Directors.
Attendance Register: Attendance Register shall have attendance of Company Secretary and Invitees
attendance too. Entries shall be authenticated by Company Secretary, in case of no company secretary
appointed by the Chairman.
Resolution by Circulation: Except certain matters prescribed under the Secretarial Standards and
Companies Act, 2013, all the decisions can be made through Circular Resolutions. Circular Resolutions
shall be deemed passed when majority of directors agree in favour of the resolution.
Minutes: Shall state commencement and conclusion of the Meeting. Shall be circulated within 15 days
of conclusion of the meeting. Directors shall revert within 7 days of such circulation. Proof of such
circulation shall be maintained.
Date of entry of Minutes shall be recorded by CS or person authorised by Board or Chairman and shall
be entered within 30 days of conclusion of meeting.
In the Annual Return: Annual report and Annual return of the Company shall state number, dates of
all meetings held during the F Y and number of meetings attended by each director.

9th July, 2015

For Errata please send to mosamik@gmail.com