Meetings of Board and its Committees

MINUTES OF THE ..BOARD MEETING OF QUE PRIVATE LTD., BOARD MEETING NO 3/2025 HELD ON .................. (DAY), .............. (DATE, MONTH AND YEAR), AT ........................ (VENUE), FROM ................. (COMMENCEMENT TIME) TO ............... (CONCLUSION TIME)

Present:

1............................Director

2............................Director

3............................Director

4............................Managing Director

In attendance: Company Secretary

1.Chairman of the Meeting

Mr. …………... was unanimously elected the Chairman of the Meeting.

2.Leave of absence

Leave of absence was granted to ….

3.Confirmation of previous minutes

Minutes of the meeting of Board of directors held on ……. was confirmed and signed.

4.Alteration of object clause of MOA

“RESOLVED THAT subject to the approval of the company, by a special resolution at a general meeting and such other statutory approvals as may be necessary, the object clause of the memorandum of the company, be and is hereby altered by inserting new clauses in place of clause……

(I)..............

(II)..............

RESOLVED FURTHER THAT a special resolution according approval to the proposed alterations by the members of the company be and is hereby proposed at the________ annual general meeting/extraordinary general meeting to be convened and held on____ at____ at the registered office of the company and the Company Secretary be and is authorized to issue notice of the said meeting together with the related explanatory statement, in accordance with the draft placed before this meeting (as initialled by the Chairman), in accordance with the provisions of Companies Act, 2013, and the articles of association of the company”.

5.Vote of Thanks

There being no other business to transact the meeting was concluded with a vote of thanks to the Chair.

Chairman

Entered on

Date ....…......….

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2025, Q. 6(d) (Syllabus 2022).

Specimen Minutes of Board Meeting of-----Ltd.

Minutes of the -- meeting of the Board of Directors of-----Ltd held on ---(Day), (Date, Month and Year) at -----(Venue) from (Time of commencement)

Present

A.B Chairman

C.D Director

E.F Director

G.H Managing Director In attendance

X Company Secretary

Item No.-----: Interim Dividend

1.Chairman for the Meeting

Mr/Ms…………….was elected as the Chairman for the Meeting.

2.Leave of absence

Leave of absence from attending the Meeting was granted to Mr. M.N. and Mr. O.P. who expressed their inability to attend the Meeting owing to their preoccupation.

3.Quorum

The business before the Meeting was taken up after having established that the requisite quorum was present.

4.Minutes of the previous Board Meeting

The Minutes of the …………. Meeting of the Board of Directors of the company held on ……………….., as circulated, were noted by the Board and signed by the Chairman.

5.Register of Contracts

The Register of Contracts in which Directors are interested under Section 189 of the Companies Act, 2013 and the Rules thereunder was signed by all the Directors present.

6.Approval and payment of Interim Dividend

The payment of interim dividend for the year ending ----- was considered on the basis of unaudited Financial Statements of the company for the FY------ as annexed to the Note under reference. The Directors are of the view that the company has earned adequate profits for the year to consider payment of interim dividend.

The Board, after discussion, passed the following resolution unanimously:

“RESOLVED THAT an Interim Dividend of Rs. ______ (at the rate of … percent) on each fully paid-up equity share of Rs. ______________ of the Company amounting to Rs......................... be paid out of the profits of the Company for the half year ended .............. 20.. to those Members of the Company whose names would appear on the Register of Members of the Company on the ................ day of .............., 20…being the Record date for payment of Interim Dividend.

RESOLVED FURTHER THAT a separate bank account be opened in the name of the Company with .............. Bank at its Branch at ................ and a sum of Rs.................., being the total Interim Dividend amount, be deposited in the said account within five days from the date of declaration.

RESOLVED FURTHER THAT Mr.........................................., Director and Mr................................, Company Secretary be and are hereby jointly authorised to open the bank account by signing the account opening form and by furnishing to the said bank the required papers, documents and information and completing all other required formalities for the purpose of opening the bank account and to make arrangements with the said bank for the payment at par, of the Interim Dividend within thirty days from the date of declaration.

RESOLVED FURTHER THAT Mr. ........................................., Director and Mr................................ ........, Company Secretary of the company, be and are hereby authorised to jointly sign the Dividend warrants to be issued on the said bank and the said bank be and is hereby authorised to honour the Interim Dividend warrants jointly signed by the said authorised signatories, as and when presented for encashment.”

7.Summary of proceedings

The Chairman summarized the proceedings of each item of business transacted at the meeting for the benefit of the members.

8.Vote of thanks

As there was no other business to transact, the meeting concluded with a vote of thanks to the Chair. The meeting concluded at (time).

Signed by

Chairman

Dated:

Place:

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2024, Q. 5(e) (Syllabus 2017).

Sample Minutes of the Board Meeting

Minutes of the……………. Meeting of the Board of Directors of ............. (Company Name) held on ………………(Day)…………..(Date, Month and Year), at………………...) (Venue) from (Time of Commencement)

PRESENT:

A.B ………………..Chairman

C.D……………….. Directors

E.F……………….. Directors

I.J ………………..Directors

K.L……………….. Managing Director

IN ATTENDANCE

X……………….. Secretary

INVITEES

Y ………………..Chief Financial Officer

1.Chairman for the Meeting

Mr/Ms... was elected as the Chairman for the Meeting.

2.Leave of absence

Leave of absence from attending the Meeting was granted to Mr. M.N. and Mr. O.P. who expressed their inability to attend the Meeting owing to their preoccupation.

3.Quorum

The business before the Meeting was taken up after having established that the requisite quorum was present.

4.Minutes of the previous Board Meeting

The Minutes of the ............. Meeting of the Board of Directors of the company held on……………….as circulated, were noted by the Board and signed by the Chairman.

5.Minutes of the Committee Meetings

The Minutes of the ............. Meeting of the .............. Committee held on .........., as circulated, were noted by the Board.

6.Resolution passed by circulation since the last Meeting.

The following Resolution was passed by circulation on .......... (Date of passing of the Resolution) in terms of the provisions of Section 175 of the Companies Act, 2013.

“RESOLVED THAT …………………………………………………………………… Mr………………………….., Director dissented on the Resolution.

7.Action Taken Report

The following action taken was noted by the Board:

Item No. Item Action Taken

_______________________

8.Register of Contracts

The Register of Contracts in which Directors are interested under Section 189 of the Companies Act, 2013 and the Rules thereunder was signed by all the Directors present.

9.Notices of Disclosure of Interest of Directors

(a)The following Notices received from the Directors of the company, notifying their interest in other bodies corporate pursuant to the provisions of Section 184 of the Companies Act, 2013, were read and recorded:

Name of the Director Nature of Interest Date of Notice

(b)A Notice dated received from Mr. LJ. pursuant to the provisions of Section 170 of the Companies Act, 2013, disclosing his shareholding and the shareholding of Mrs. L.J. in the company was read and recorded.

10.Share Transfers

Reference was made to Mr. ................ ’s note dated on the subject, as circulated. The Share Transfer Register. of the company was also placed before the Meeting. The Board, after discussion, passed the following Resolution unanimously:

“RESOLVED THAT Share Transfers Nos ....... to ....... (Both inclusive) consisting of Equity shares of the company, be approved and the names of the transferees be entered in the Register of Members.

RESOLVED FURTHER THAT Mr. X, Secretary, be and is hereby authorised to take necessary action with regard to the aforesaid transfer of shares approved by the Board.”

11.Conclusion of the Meeting

There being no other business, the Meeting concluded at (Time) with a vote of thanks to the Chair.

Date………………….

Place………………….

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2024, Q. 6(d) (Syllabus 2022).

Inspection and Extracts of Minutes of Board meetings

•The Minutes of Meetings of the Board and any Committee thereof can be inspected by the Directors. Extracts of the Minutes shall be given only after the Minutes have been duly entered in the Minutes Book. However, certified copies of any Resolution passed at a Meeting may be issued even earlier, if the text of that Resolution had been placed at the Meeting.

•A Director is entitled to inspect and receive, a copy of the Minutes of a Meeting held before the period of his Directorship. A Director is entitled to inspect and receive a copy of the signed Minutes of a Meeting held during the period of his Directorship, even if he ceases to be a Director.

•The Company Secretary in Practice appointed by the company, the Secretarial Auditor, the Statutory Auditor, the Cost Auditor or the Internal Auditor of the company can inspect the Minutes as he may consider necessary for the performance of his duties.

•While providing inspection of Minutes Book, the Company Secretary or the official of the company authorised by the Company Secretary to facilitate inspection shall take all precautions to ensure that the Minutes Book is not mutilated or in any way tampered with by the person inspecting.

A Member of the company is not entitled to inspect the Minutes of Meetings of the Board for the purpose and shall be kept in the registered office or such place as Board may decide.

Preservation of Minutes

The minutes books of the Board and committee meetings shall be preserved permanently and kept in the custody of the Company secretary of the company or any director duly authorized by the Board for the purpose and shall be kept in the registered office or such place as Board may decide

Where, under a scheme of arrangement, a company has been merged or amalgamated with another company, Minutes of all Meetings of the transferor company, as handed over to the transferee company, shall be preserved permanently by the transferee company, notwithstanding that the transferor company might have been dissolved.

The above provisions can be explained to him.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2024, Q. 6A(iii) (Syllabus 2022).

Section 118 of Companies Act, 2013 read with Secretarial Standards on Board Meetings (SS-1) and Secretarial Standards on General Meetings (SS-2), Minutes of all Board Meetings and shareholders meetings shall be preserved permanently in physical or in electronic form with Timestamp.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2018, Q. 2(b) (Syllabus 2017).

The Board’s Report should be considered, approved and signed at a meeting of the Board, convened in accordance with the provisions of the Companies Act, 2013 and shall not be dealt with in any meeting held through video conferencing or other audio visual means as per Rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014.

However, where there is quorum is present in a meeting through physical presence of directors, any other director may participate through video- conferencing or other audio-visual means for approval of the restricted item.

Accordingly, the proposal of RST Limited to convene the Board Meeting for approval of the Board’s report through video conferencing is not permissible.

Signing of Board’s Report

As per Section 134(6) of the Companies Act, 2013, the Board’s report and any annexures thereto under section 134(3) of the Companies Act, 2013 shall be signed by the chairperson of the company if he is authorised by the Board and where he is not so authorised, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director.

It is recommended as per Secretarial Standard-4, the annexures to the Board Report is required to be signed in the similar manner as the Board Report, except the Report on CSR activities of the company, which is required to be signed by the Chief Executive Officer or the Managing Director or any other Director of the company and by the Chairman of the CSR Committee of the company.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2020, Q. 6(a) (Old syllabus).

Rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014 provides that the following matters, which shall not be dealt with in any meeting held through video conferencing or other audio visual means:

(i)the approval of the annual financial statements;

(ii)the approval of the Board’s report;

(iii)the approval of the prospectus;

(iv)the Audit Committee Meetings for consideration of financial statement including consolidated financial statement, if any, to be approved by the Board under sub-section (1) of Section 134 of the Act; and

(v)the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.

Accordingly, the company cannot obtain approval of the financial statements from directors in a meeting held through video conferencing (ii) the company cannot get its prospectus approved in a meeting held through video conferencing.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2019, Q. 5(d) (Syllabus 2017).

Yes. It is mandatory under section 173(2) of the Companies Act, 2013 for the company to allow the participation of directors in a meeting through video conferencing, unless the Companies Act, 2013 or any other law specifically prohibits such participation through electronic mode in respect of any item of business.

Accordingly, subject to the prior intimation to that effect received from the director sufficiently in advance so that the company is able to make suitable arrangements on this behalf, the Chairman shall make arrangements to allow the participation of the said Director in the meeting through video conferencing in accordance with the said Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014. However, if the request is received too late so as not to allow reasonable time to make the necessary arrangements, then the Chairman is not bound to provide the video conferencing facility to the Director.

Yes. It is permitted under Section 173(2) of the Companies Act, 2013 read with Rules made thereunder, for even the Chairman of the meeting to join the meeting through video conferencing. Guidance Note on Secretarial Standards – 1 issued by the ICSI mentions that, in case the Chairman of the Board Meeting is participating through electronic mode, he should, while transacting any interested items of business in which he is interested, vacate the Chair and entrust the conduct of the proceedings in respect of such items to any other non-interested director attending the meeting and should not participate in the meeting in respect of such items.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2024, Q. 5(a) (Syllabus 2017).

Notice of the......................(insert sequence number of the meeting) Board Meeting of……………………. Pvt Ltd /Ltd having its registered office at....................................

To,

Mr. / Ms. (Director Name)

…………………. (Address)

Dear Sir/Madam,

Pursuant to the requirement of Section 173 (3) of the Companies Act. 2013 read with applicable Secretarial Standards, notice is hereby given that …………………….(insert sequence number of the meeting) meeting of the members of the Board of Directors of the Company will be held on..........................(Day of the week), the.............................(Date) day of …….(Month),............................. (year) at ......... (time) at……………………. (address of the venue of the meeting).

The agenda of the business to be transacted at the meeting, along with detailed notes thereon and requisite annexures are enclosed herewith.

You are requested to make it convenient to attend the meeting.

Directors may attend the meeting in person or through Video Conferencing / Other Audio Video Means (VC/ OAVM). A Director desirous of attending the meeting through VC/ OAVM should inform well in time so as to make suitable arrangements accordingly.

For……………… (Name of the Company)

Sd/-

(Name)

(Designation)

Place:

Date:

Enclosure: Agenda of the business to be transacted at the meeting.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2024, Q. 6(b) (Syllabus 2022).

Period of Notice : According to Section 173(3) of the Companies Act, 2013, read with Para 1.3.6 of SS-1, not less than 7 days of Notice in writing shall be given to every director at their address registered with the company and such Notice shall be sent by hand delivery or by registered post or by electronic means. Provided that a meeting of the Board may be called at shorter Notice to transact urgent business provided at least one independent director, if any, shall be present at the meeting.

Mode of Notice : As the meeting of Board of Director (BOD) is scheduled on 9th July, 2023, Sunday, the last date for giving Notice is 02nd of July 2023 if the Notice is sent by electronic means like email or fax.

If a director does not have an email id or the current email id of the director has not been furnished to the company, the Notice is to be sent two more days earlier by Registered Post or Speed Post by 30th June 2023.

In the absence of details of the postal or email address or any change thereto of a director, the notice of BOD meeting shall be sent by Registered Post or Speed Post by 30th June 2023 to the address appearing in the DIN registration of the director.

Compliance Requirement of Stock Exchange:

As the company is a listed company, as per Regulation 29 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company shall give prior intimation to the stock exchange at least 5 working days in advance excluding the date of intimation and the date of meeting of BOD. And such intimation shall include the date of such board meeting.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2023, Q. 5(d) (Syllabus 2017).

Section 173(3) of the Companies Act, 2013 requires that not less than seven days’ notice in writing shall be given to the directors for the Board meeting. Notice issued at a shorter period than 7 days shall be called as a shorter notice. As per SS-1 the fact that the meeting is being held at a shorter notice shall be stated in the notice. Therefore, yes the Board Meeting can be convened at a shorter notice.

Board meeting, at a shorter notice to transact urgent business shall be held, subject to following conditions:

(a)If the company is required to have independent director:

1.Presence of at least one independent director is required.

2.In case of absence of independent director, decision taken at such meeting shall be circulated to all the directors, and shall be final only on ratification thereof by at least one independent director.

As per para 1.3.11 of the SS-1, in case the company does not have an Independent Director, the decisions shall be final only on ratification thereof by a majority of the Directors of the company, unless such decisions were approved at the Meeting itself by a majority of Directors of the company.

As per Rule 3(6) of the Companies (Meetings of Board and its Powers) Rules, 2014, with respect to every meeting conducted through video conferencing or other audio-visual means authorized under these rules, the scheduled venue of the meeting as set forth in the notice convening the meeting, shall be deemed to be the place of the said meeting and all recordings of the proceedings at the meeting shall be deemed to be made at such place.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2023, Q. 6A(i) (Syllabus 2022).

In terms of section 173(1) of the Companies Act, 2013, a company must hold a minimum number of four meetings of its Board of directors every year in such a manner that not more than 120 days shall elapse between two consecutive meetings of the Board.

The proviso to this sub-section provides that the Central Government may by notification, direct that these provisions will not apply in relation to any class or description of companies or may apply subject to such exceptions, modifications or conditions as may be specified in the notification.

As per section 174(4) of the act, if a meeting of the Board could not be held for want of quorum then, unless the articles otherwise provide the meeting shall automatically stand adjourned till the same day in the next week, at the same time and place, or if that day is a National Holiday till the next succeeding day which is not a national holiday, at the same time and place.

If there is no Quorum at the adjourned Meeting also, the Meeting shall stand cancelled. An adjourned Meeting being a continuation of the original Meeting, the interval period in such a case, shall be counted from the date of the original Meeting. Thus, in case of an adjourned Meeting, the gap of one hundred and twenty days for the purpose of fixing up the date of the next Meeting or for any other purpose should be counted from the date of the original Meeting. In this case, the Board meeting of ABC limited was held 3 times and for the 4th time meeting was called but could not be held for want of quorum.

Hence, as per the provisions of the Companies Act, 2013 the Company has violated the provisions with respect to the convening the Board Meetings.

But if the 4th Board meeting was adjourned due to want of quorum and the adjourned meeting was duly held within the stipulated time, then the company has not contravened the provisions of the Act.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2023, Q. 4(c) (Syllabus 2017).

(i)As per section 173(3) of the Companies Act, 2013 read with SS-1 requires that not less than seven days' notice in writing shall be given to every director at the registered address (whether in India or outside India) as available with the company, unless the Articles prescribe a longer period. The date of notice need not be excluded and the date of meeting is to be excluded while computing length of notice. For the Board meeting on 12th December 2022, the notice is to be sent on 5th December 2022 if sent by electronic mode and by 3rd December, 2022 if sent by post (notice not to be sent by ordinary post).

(ii)As per para 1.3.5 of SS-1, the Notice of a Meeting shall be given even if Meetings are held on pre-determined dates or at pre- determined intervals. If notice of meeting is not given to one of its directors, meeting of board of directors is invalid and resolution passed at such meeting are inoperative.

(iii)Yes, in case of-Board Meeting to transact urgent business, the Notice, Agenda and Notes on Agenda may be given at shorter period of time than stated above, subject to following conditions:

•at least one independent director, if any, shall be present at the meeting;

•In case of absence of independent director, decision taken at such meeting shall be circulated to all the directors, and shall be final only on ratification thereof by at least one Independent director.

•In case the company does not have an Independent Director, the decisions shall be final only on ratification thereof by a majority of the Directors of the company, unless such decisions were approved at the Meeting itself by a majority of Directors of the company.

(iv)No, notice shall be issued by the Company Secretary or where there is no Company Secretary, by any Director or any other person authorised by the Board for the purpose.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2022, Q. 5(b) (Syllabus 2017).

Section 173(3) of the Companies Act, 2013 requires that not less than seven days’ notice in writing shall be given to every director at the registered address (whether in India or outside India) as available with the company and such notice shall be sent by hand delivery or by post or by electronic means.

Further, notice of Board meeting shall be given even when meetings are held on pre-determined dates or at pre-determined intervals. In Re Portuguese Consolidated Copper Mines (1889), it was held that notice to director is necessary even if he has informed that he will not be able to attend the Board meeting. If the notice of meeting is not given to one of its directors, meeting of Board of directors is invalid and resolution passed at such meeting are inoperative (Parmeshwari Prasad Gupta v. Union of India [1974] 44 Comp Cas 1 [SC])

Therefore, notice of Board Meeting was required to be given despite the fact that while going abroad, the director had already informed his non-availability during next six months.

Consequences of not giving notice

•If the notice is not given there is violation of section 173. Every officer of company whose duty is to give notice under this section and who fails to do so shall be liable to penalty of Rs. 25,000/-

•Failure to send notice would render the resolutions passed at the meeting null and void.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2022, Q. 5(d) (Syllabus 2017).

Section 173 of the Companies Act, 2013 provides that not less than seven days' notice in writing shall be given to every director at the registered address as available with the company. The notice can be given by hand delivery or by post or by electronic means.

The SS-1 states that in case the company sends the Notice by speed post or by registered post or by courier, an additional two days shall be added for the service of Notice.

In case the Board meeting is called at shorter notice to transact urgent business, at least one independent director shall be present at the meeting. If he is not present, then decision of the meeting shall be circulated to all directors and it shall be final only after ratification thereof by at least one Independent Director, if any.

As per SS-1, In case the company does not have an Independent Director, the decisions shall be final only on ratification thereof by a majority of the Directors of the company, unless such decisions were approved at the Meeting itself by a majority of Directors of the company.

The fact that the Meeting is being held at a shorter Notice shall be stated in the Notice.

The SS-1 issued by ICSI requires a company to circulate agenda, setting out the business to be transacted at the Meeting, and Notes on Agenda to the Directors at least seven days before the date of the Meeting, unless the Articles prescribe a longer period.

Notes on items of business which are in the nature of Unpublished Price Sensitive Information may be given at a shorter period of time than stated above, with the consent of a majority of the Directors, which shall include at least one Independent Director, if any.

Hence a meeting with a shorter notice can be held, provided the above provisions are followed.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2021, Q. 4(b) (Old syllabus).

As per Section 173, the notice of Board meeting is to be sent in writing to every director at his address registered with the company.

SS-1 provides that the Notice, Agenda and Notes on Agenda shall be sent to the Original Director also at the address registered with the company, even if these have been sent to the Alternate Director. However, the mode of sending Notice, Agenda and Notes on Agenda to the original director shall be decided by the company.

Hence it is advisable to send the Notice, Agenda and Notes on Agenda both to original and alternate director of the company.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2021, Q. 5(d) (Syllabus 2017).

Rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014 prescribes that approval of annual financial statements must not be dealt with in any Meeting through video-conferencing or other audio-visual means. However, second proviso of Section 173(2) of the Companies Act, 2013 read with first proviso of Rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014, provides that where there is quorum present in a meeting through physical presence of directors, any other director may participate in the meeting through video or other audio-visual means.

In the instant case, Chairman and 4 other directors were personally present, thus, fulfilling the requisite quorum through physical presence of Directors, the remaining 4 directors attending the meeting through Video Conferencing can participate in the meeting.

Accordingly, assent given by the Chairman and 4 directors participating through video-conferencing to approve the financial statements shall be valid and the resolution shall be deemed to be passed by requisite majority.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2020, Q. 4(b) (Syllabus 2017).

According to Section 173(3) of the Companies Act, 2013, a meeting of the Board shall be called by giving not less than seven days’ notice in writing to every director at his address registered with the company and such notice shall be sent by hand delivery or by post or by electronic means.

As per Secretarial Standard-1, the Notice of the meeting of the Board shall be given even if meetings are held on pre-determined dates or at pre-determined intervals. Therefore, in the instant case even if the directors have agreed unanimously to hold the meeting on November 29, 2019, then also the Company Secretary need to send the Notice, Agenda and the Notes thereon separately for each Meeting in the aforesaid manner to ensure legal compliance.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2020, Q. 5(c) (Syllabus 2017).

According to Secretarial Standard-1, Secured Computer system in the context of virtual Board Meetings means computer hardware, software and procedure that

(i)are reasonably secure from unauthorised access and misuse;

(ii)provide a reasonable level of reliability and correct operation;

(iii)are reasonably suited to perform the intended functions; and

(iv)adhere to generally accepted security procedures

Section 173(2) of the Companies Act, 2013 read with Rule 4 of Companies (Meetings of Board and its Powers) Rules, 2014, prescribes that the following matters shall not be dealt with in any meeting held through video conferencing or other audio-visual means:

(a)The approval of the Annual Financial Statements;

(b)The approval of the Board's report;

(c)The approval of the Prospectus;

(d)The Audit Committee Meetings for consideration of financial statement including consolidated financial statement if any, to be approved by the board under Section 134(1) of the Companies Act, 2013;

(e)The approval of the matter relating to amalgamation, merger, demerger acquisition and takeover.

However, where there is quorum present in a Board meeting through physical presence of directors, any other director may participate through video conferencing or other audio-visual means.

Accordingly, as per the above mentioned provisions, all matters required to be approved by meeting of Board of Directors cannot be approved by video-conferencing.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2020, Q. 5(e) (Syllabus 2017).

Section 173 read with Rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014 provides that approval of the financial statements cannot be dealt with in any meeting held through video conferencing.

Further, the 173 (2) Second proviso read with Rule 4 provides that where there is quorum presence in a meeting through physical presence of directors, any other director may participate conferencing through video or other audio-visual means. Para 3.3 of Secretarial Standard on Board meetings (SS-1) clarifies that any director participating through electronic mode in respect of the restricted items (like approval of financial statements) with the express permission of the Chairman shall however neither be entitled to vote nor be counted for the purpose of quorum in respect of such restricted item of business.

FYT Ltd. has four directors physically present at the board meeting who will make the quorum for the meeting and the subject of approval of financial statements. Therefore, the participation of the two directors through video conferencing will not invalidate the meeting and the approval of the financial statements.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2019, Q. 4(c) (Old syllabus).

Section 173(2) of the Companies Act, 2013 states the participation of directors in a meeting of the Board may be either in person or through video conferencing or other audio visual means, as may be prescribed, which are capable of recording and recognizing the participation of the directors and of recording and storing the proceedings of such meetings along with date and time.

The second proviso of section sub section 2 of section 173 states that where there is quorum in a meeting through physical presence of directors, any other director may participate through video conferencing or other audio visual means in such meeting on any matter specified under the first proviso. (Inserted by the Companies (Amendment) Act, 2017, w.e.f 7-5-2018)

Rule 4 of the Companies (Meeting of Board and its Powers) Rules, 2014, which states the matter not to be dealt with in a meeting through video conferencing or other audio visual means has been amended by the Companies (Amendment) Act, 2017, by the inclusion of the proviso that where there is a quorum in a meeting through physical presence of directors, any other director may participate through video conferencing or other audio visual means (inserted w.e.f. 7-5-2018). One of the matters specified in this rule is the approval of the prospectus.

In this case of Achintya Kumar Barua vs. Ranjit Barthkur ([2018] 91 taxmann.com 123 (NCL-AT)] the NCLAT has held that, even one of the director so desires, a company is bound to provide facilities to directors to participate in board meetings by video conferencing.

With the above amendment and the Tribunal decision, Jolly Retail Ltd. is bound to provide the necessary video conferencing facilities to the director.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2019, Q. 4(d) (Syllabus 2017).

According to section 173 of Companies Act, 2013 read with Rule 3 and 4 of Companies (Meetings of Board and its powers) Rules, 2014, a director participating in a meeting through video conferencing or other audio visual means shall be counted for the purpose of quorum, unless he is to be excluded for any items of business under Rule 4.

According to Rule 4 the following matters shall not be dealt with in any meeting held through video conferencing or other audio visual means.-

(i)the approval of the Annual Financial Statements;

(ii)the approval of the Board’s report;

(iii)the approval of the prospectus;

(iv)the Audit Committee Meetings for consideration of financial statement including consolidated financial statement , if any, to be approved by the Board under sub section (1) of section 134 of Companies Act, 2013; and

(v)the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.

Provided that in case where there is quorum in a meeting through physical presence of directors, any other director may participate through video conferencing or other audio visual means.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2018, Q. 4(b) (Syllabus 2017).

According to section 173(3) of the Companies Act, 2013 a meeting of the Board may be called at shorter notice to transact urgent business subject to the condition that at least one independent director , if any, shall be present at the meeting. In case of absence of independent directors from such a meeting of the Board, decisions taken at such a meeting shall be circulated to all the directors and shall be final only on ratification thereof by at least one independent director, if any.

Accordingly all decisions taken at the meeting needs to be circulated to all the directors and shall be final only on ratification of atleast one independent director.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2018, Q. 5(d) (Syllabus 2017).

Section 174 of the Companies Act, 2013, provides that quorum for a meeting of board of directors of a company shall be one - third of its total strength or two directors, whichever is higher.

For purposes of this section –

i)Any fraction of a number shall be rounded off as one;

ii)Total strength shall not include directors whose places are vacant.

In the instant case, out of 10 directors, 4 including 2 alternate directors attended the board meeting held on 31/08/2025.

Required quorum = 1/3rd of 10 = 3.33 rounded off to 4.

Alternate directors shall be counted in quorum as they are holding office of original director. Thus, presence of 4 directors (including 2 alternate) in the board meeting held on 31/08/2025 shall be counted as quorum. So, quorum was present in the meeting in this case.

If the Articles prescribe for a higher limit of quorum than the higher number will have to be complied with. The Act specifically mentions in section 174(1) of the Companies Act, 2013 that the quorum for a meeting of the board of directors of a company shall be one-third of its total strength or two whichever is higher. However, the Act does not provide cap on a higher number of quorum and similar views have been expressed in Secretarial Standard-1 in terms of section 118(10) of the Companies Act, 2013 and various judicial rulings.

Hence, if the articles provide for 6 directors as quorum the meeting held on 31/08/2025 is invalid as it was attended only by 4 directors.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2026, Q. 5(b) (Syllabus 2022).

Quorum for the Board meeting: As per Section 174(1) of the Companies Act, 2013, one third of total strength or two directors, whichever is higher, shall be the quorum for a Board meeting.

For the purpose of determining the quorum, the participation by a director through Video Conferencing or other audio-visual means shall also be counted, unless he is to be excluded for any item of business under any provisions of the Act or the rules.

Para 1.2.3 of SS-1 provides that any Director may participate through Electronic Mode in a Meeting unless the Act or any other law specifically prohibits such participation through Electronic Mode in respect of any item of business

The MCA vide Notification dated June 15, 2021 has omitted Rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014 which was related to the matters not to be dealt with in a meeting through video conferencing or other audio-visual means. Approval of prospectus was such an item which was included in the list of restricted items prior to this notification. Accordingly, with the said amendment, now the previously restricted matters including inter alia the item of approval of the prospectus can be considered in a Board Meeting held through video conferencing or other audio-visual means.

Total directors on the Board of the company are 12 and one third of them i.e. 4, being higher than 2, shall constitute the quorum. 3 directors participated in the meeting through physical presence and 1 director through electronic mode who will also be counted for the quorum making the presence of total 4 directors. Hence, the quorum in the Board meeting was present.

Validity of the advice of the company:

Para 1.3.4 of SS-1 provides that the Notice shall inform the Directors about the option available to them to participate through Electronic Mode and provide them all the necessary information.

If a Director intends to participate through Electronic Mode, he shall give sufficient prior intimation to the Chairman or the Company Secretary to enable them to make suitable arrangements in this behalf.

The Director may intimate his intention of participation through Electronic Mode at the beginning of the Calendar Year also, which shall be valid for such Calendar Year. Though such declaration shall not debar him from participation in the meeting in person, in such case a sufficient intimation of attending in person is required to be sent to the company.

In view of above it is to be noted that a director is required to give sufficient prior intimation of his intension to participate in the Board meeting not necessarily at the beginning of the calendar year.

In the case scenario, the director concerned has given sufficient prior intimation of his intention to participate in the Board meeting through electronic means. Hence, he will be entitled to attend the meeting through electronic means or in person as per his discretion. Giving such a notice at the beginning of the year is an enabling provision and not the mandatory requirement.

Hence, the advice of the company to the director concerned to attend the meeting in person and not through electronic mode for the reason that he had not given the intimation at the beginning of the calendar year is not valid.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2024, Q. 5(c) (Syllabus 2022).

Section 174 of the Companies Act, 2013 deals with quorum for a Board meeting.

The section states that quorum for a meeting of Board of directors of a company shall be one third of its total strength or two directors, whichever is higher. Any fraction of a number shall be rounded off as one. Thus, where a company has nine directors quorum for Board meeting shall be higher of three (1/3 of 9) or two, i.e., three directors. Accordingly, three directors shall be quorum in case of Moon Ltd.

However, articles of a company can provide for a higher quorum. The quorum provided under section 174 is the minimum quorum. It is open to the company, by its articles, to indicate a higher, but not a lower number or proportion as constituting a valid quorum. Amrit Kaur Puri vs Kapurthala Flour Oil & General Mills Co. Pvt Ltd (1984) 56 Com. Cases 194 (P&H).

Hence, the clause in Articles of Moon Ltd. stipulating that quorum for a Board meeting will be at least 5 directors of which two are foreign nationals is valid.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2024, Q. 5(c) (Syllabus 2017).

According to Para 1.2.2 of SS-1, the board meeting could be held at any place, on any day and at any time. Hence, conducting the meeting away from Registered Office at Shimla on a Sunday at 6.00 pm is in order. As per Para 3.3 of SS-1, directors participating through electronic mode are also counted for quorum. However, Para 3.1 of SS-l stipulates that Quorum shall be present not only at the time of commencement of the Meeting but also while transacting business.

In this case, the quorum is 1/3rd of current strength of the board (rounded off to the next higher number) or 2 directors whichever is higher. Hence, the quorum of 4 was present at 6.00 pm when the board meeting started. However, as the quorum for voting on resolutions was not present due to communication problems, the chairman cannot proceed with the Board Meeting and the resolutions thereat can’t be passed at the meeting. According to Section 174 of the Companies Act, 2013 read with Para 1.1.2 of SS-1, the chairman is required to adjourn the board meeting with the concurrence of the other director present in person at the meeting, to the next week, same place, same day. Hence, all the board resolutions passed without valid quorum are void.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2023, Q. 5(b) (Syllabus 2017).

As per section 174 (1) of the Companies Act, 2013 the Quorum for Board Meeting shall be 1/3rd of its total strength or two directors, whichever is higher.

Explanation — for the purposes of this section:

•Any fraction of a member will be rounded off as one

•Total strength shall not include directors whose places are vacant.

(i)The quorum for the Board meeting in this case shall be four.

(ii)According to Section 174(3) of Companies Act, 2013, where at any time the number of interested Directors exceeds or is equal to two thirds of the total strength of the Board of Directors, the number of Directors who are not interested Directors and present at the meeting, being not less than two, shall be the quorum during such time. Hence, the interested directors are excluded and hence, the remaining three directors will form the quorum.

(iii)As per clause 3.3 of SS-1, a Director participating through video conferencing/ audio visual modes will also be counted for quorum. Thus, the meeting would be considered valid.

(iv)As per clause 4.1.2 of SS-1, the attendance register shall contain the following particulars: serial number and date of the Meeting; in case of a Committee Meeting name of the Committee; place of the Meeting; time of the Meeting; names and signatures of the Directors, the Company Secretary and also of persons attending the Meeting by invitation and their mode of presence, if participating through Electronic Mode.

The attendance register shall be deemed to have been signed by the Directors participating through Electronic Mode, if their attendance is recorded in the attendance register and authenticated by the Company Secretary or where there is no Company Secretary, by the Chairman or by any other Director present at the Meeting, if so authorised by the Chairman and the fact of such participation is also recorded in the Minutes.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2022, Q. 5(d) (Syllabus 2017).

Difference between Quorum of Board Meeting and General Meeting

Quorum of Board Meeting:

In terms of section 174 of Companies Act, 2013 one third of total strength (any fraction shall be rounded off to the next one) or two directors, whichever is higher, shall be the quorum for a board meeting. For the purpose of determining the quorum, the participation by directors through Video Conferencing or other audio-visual means shall also be counted.

As per SS-1, where the quorum requirement provided in the Articles of Association of the company is higher than one-third of the total strength, the company shall conform to such higher requirement.

If at any time the number of interested directors exceeds or is equal to two-thirds of the total strength of the Board of Directors, the number of directors who are not interested and present at the meeting, being not less than two, shall be the quorum during such time.

If a Meeting of the Board could not be held for want of Quorum, then, unless otherwise provided in the Articles, the Meeting shall automatically stand adjourned to the same day in the next week, at the same time and place or, if that day is a National Holiday, to the next succeeding day which is not a National Holiday, at the same time and place. If there is no Quorum at the adjourned Meeting also, the Meeting shall stand cancelled.

Quorum of General Meeting:

Section 103 of the Companies

act, 2013 deals with the quorum of General Meeting. It provides that unless the Articles of Association of the company provide for a larger number,—

(a)In case of Public Company:

•5 members personally present if the number of members as on the date of meeting is not more than 1000;

•15 members personally present if the number of members as on the date of meeting is more than 1000 but up to 5000;

•30 members personally present if the number of members as on the date of the meeting exceeds 5000.

(b)In case of Private company:

•2 members personally present, shall be the quorum for a meeting of the company.

As per SS-2, where the quorum provided in the Articles of Association of the company is higher than that provided under the Companies Act, 2013, the quorum shall conform to such higher requirement. Members need to be personally present at a meeting to constitute the quorum. Proxies shall be excluded for determining the quorum.

If the quorum is not present within half-an-hour from the time appointed for holding a meeting of the company—

(a)the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other date and such other time and place as the Board may determine; or

(b)the meeting, if called by requisitionists under section 100, shall stand cancelled. If at the adjourned meeting also, a quorum is not present within half-an-hour from the time appointed for holding meeting, the members present shall be the quorum.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2021, Q. 2(b) (Old syllabus).

As per Section 174 of Companies Act, 2013 the quorum for Board Meeting Requirement is as under:

•Quorum for Board Meeting is 1/3rd of its Total strength or two directors, whichever is higher

•A Director participating through video conferencing/audio visual modes will also be counted for quorum

•Any fraction of a member will be rounded off as one

•“Total strength” shall not include directors whose places are vacant In JKJ Board meeting held on 19.10.19, the quorum is:

Total Strength = 10*1/3 is = 3.33 So, it is rounded of to 4 Directors. Hence, Directors required for Quorum is 4 Directors.

Since two directors attended in person and one director through video conferencing there was an absence of quorum. The claim of the Auditor is correct.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2019, Q. 4(d) (Syllabus 2017).

(i)As per SS-1 (para 6.1.2), if not less than one-third of the total number of directors, not-excluding interested directors, require that a resolution proposed to be passed by circulation be placed before a Board Meeting, the Chairman shall do so. In the given case, one-third of nine directors is three, whereas only two directors have made such a request. Hence, it is not mandatory for the Chairman to place the resolution before a Board Meeting.

(ii)A specimen resolution by circulation

Circular Resolution No. 1/2026-27: (Name of company)

Name of Director

Dear Sir,

Sub: Approval for entering into purchase agreement for raw materials

The following Resolution is intended to be passed by circulation as per the provisions of Section 175 of the Companies Act, 2013. A note explaining the urgency and necessity for passing the said Resolution by circulation and the supporting papers (if any) are enclosed.

“RESOLVED THAT pursuant to Section 175 of the Companies Act, 2013, approval of the Board be and is hereby accorded for entering into a purchase agreement for raw materials with M/s_______, on the terms placed before the Directors.

RESOLVED FURTHER THAT interested Directors, having disclosed their interest, shall not participate in circulation and voting.

RESOLVED FURTHER THAT the Managing Director be and is hereby authorised to execute the agreement and do all acts necessary to give effect to this resolution.”

None of the Directors are deemed to be concerned or interested in the Resolution.

*Assent / Dissent / Require Meeting

Signature: ____________

Name: _______________

Date:_________________

*(Please strike off whichever is not applicable)

Kindly indicate your response to the aforesaid Resolution, by appending your signature and the date of signing in the space provided beneath the Resolution and return one copy to the undersigned or by e-mail at the address mentioned below so as to reach us on or before.......................................

Yours faithfully,

For ....................................... (Name of Company).

Company Secretary

e-mail id:

Address:

Contact No:

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2026, Q. 6(d) (Syllabus 2022).

As per para 6.1.2 of Secretarial Standard on Board Meeting (SS-1), where not less than one-third of the total number of Directors for the time being require the Resolution under circulation to be decided at a Meeting, the Chairman shall put the resolution for consideration at a Meeting of the Board.

“Total number of Directors” above means the “total strength of the Board” which does not include Directors whose places are vacant. Interested Directors shall not be excluded for the purpose of determining the above one-third of the total number of Directors.

In the case under consideration, total number of directors is nine i.e., twelve less three. For the purpose of reckoning l/3rd stipulation as above, total number of directors be taken as 9 and not six (nine less three interested directors).

Thus, if three directors (1/3rd of 9 which may include interested directors) require resolution under circulation to be decided at a Meeting, the resolution by circulation should not be proceeded with.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2024, Q. 5A(iii) (Syllabus 2017).

According to Section 175 of the Companies Act, 2013, a company may pass resolutions by circulation. However, no resolution by circulation shall be deemed to have been passed unless the resolutions have been circulated in draft form together with necessary papers to all directors at their registered address in India by hand delivery or by speed post or by courier or through email. The resolution by circulation must be passed by majority of directors entitled to vote. In this case, two interested directors are not entitled to participate or vote on the resolution. As six out of eight eligible directors, have approved the resolution, in an ordinary course, the resolution by circulation is deemed to be passed.

According to Para 6.5 of SS-1, passing of Resolution by circulation shall be considered as if it had been passed at a duly convened Meeting of the Board.

However, as per Para 6.3.2 of SS-1,if not less than one third of the total number of directors of the company require that a resolution must be decided only at a duly convened Board meeting, the Chairman should convene a Board Meeting to decide on the issue.

Interested directors are also entitled to demand that a circular resolution be decided in a regular Board Meeting.

As four directors including two interested directors have requested convening a proper Board Meeting to consider the issue which is more than 1/3th of the current strength of the Board, the chairman has no option other than calling a Board Meeting to decide the issue.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2023, Q. 5A(iii) (Syllabus 2017).

Resolution No. _________

Mr. ......... (Director)

Dear Sir

Resolution by Circulation

The following Resolution is intended to be passed by circulation as per the provisions of Section 175 of the Companies Act, 2013. A note explaining the urgency and necessity for passing the said Resolution by circulation is enclosed.

“RESOLVED THAT pursuant to Section 161 of the Companies Act, 2013, and other applicable provisions, including any modification or re-enactment thereof and the provisions of the Articles of Association of the Company, Mr. Vikram (Name of Director), holding DIN: ___, be and is hereby appointed as an Additional Director on the Board of the Company, effective from______.

RESOLVED FURTHER THAT Mr. Vikram shall hold office up to the date of the next Annual General Meeting (AGM) of the company or the last date on which the AGM should have been held, whichever is earlier.

RESOLVED FURTHER THAT (Name of the Authorized Director) (DIN) be and is hereby authorized to do all acts, deeds, matters and things as may be deemed necessary in connection therewith.”

None of the Directors are deemed to be concerned or interested in the Resolution.

*Assent / Dissent / Require Meeting

(*Strike off whichever is not applicable)

Place:

Date:

Signature

Name of Director(DIN)

Brief note on the resolution by circulation for appointment of an additional director

The company is expanding its business in UAE for which it needs a dynamic, young, qualified, and experienced person to head and look after the affairs of the business abroad.

Mr. Vikram has done his M.Tech from an esteemed institute of technology and after that Executive MBA from IIM, Bangalore. He has five years’ experience of working in a corporate sector at the top management level and can shoulder the responsibilities for which the company is looking for.

He has provided required declaration that he is not disqualified to be appointed director of the company, his DIN and consent to act as an additional director, if appointed.

The Articles of the Company provides for appointment of additional director by the Board of directors.

He is recommended to be appointed additional director of the company with effect from date the resolution, by circulation, is passed by the majority of directors.

Since the next board meeting is not likely to be held early it is proposed to appoint him as such by obtaining the Board’s approval through a resolution by circulation to meet the urgency. Hence, a draft circular resolution along with all supporting documents are attached herewith for information of the directors.

Kindly indicate your response to the aforesaid Resolution, by appending your signature and the date of signing in the space provided beneath the Resolution and return one copy to the undersigned or by e-mail at the address mentioned below so as to reach us on or before______________

All Directors are requested to return the resolution duly approved or otherwise and signed to that effect to the registered office of the company within a period of seven days.

For _______ (Name of Company)

Sd/-

Managing Director(DIN) / Company Secretary

e-mail id:

Address:

Contact No:

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2023, Q. 6(b) (Syllabus 2022).

As per section 175 of the Companies Act, 2013 read with rule 5 of the Companies (Meetings of Board and its Powers) Rules, 2014, a company may pass the resolutions through circulation. The resolution in draft form together with the necessary papers may be circulated to all the directors or members of committee at their address registered with the company in India by hand or by speed post or by courier or through electronic means which may include e-mail or fax.

The said resolution must be passed by majority of directors or members entitled to vote. If not less than one third of directors require that the resolution must be decided at the meeting, the chairperson shall put the resolution to be decided at the meeting.

The resolution passed through circulation shall be noted at a subsequent meeting and made part of the minutes of such meeting.

Further SS-1, requires that each business proposed to be passed by way of resolution by circulation shall be explained by a note setting out details of the proposal, relevant material facts that enable the directors to understand the meaning, scope and implications of the proposal, the nature of concern of interest, if any, of any director in the proposal, which the director had earlier disclosed and the draft of the resolution proposed.

Each resolution shall be separately explained. The decision of the directors shall be sought for each resolution separately. Not more than seven days from the date of circulation of the draft of the resolution shall be given to the directors to respond and the last date shall be computed accordingly.

(i)The claim of the two directors need not be considered. Only one-third of the total directors eligible to vote can alone require it.

(ii)The minutes will be recorded in the next board meeting.

(iii)All the directors should be sent with the draft resolution, otherwise the resolution will become invalid.

(iv)Each resolution shall be separately explained. The decision of the directors shall be sought for each resolution separately.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2022, Q. 5A(iii) (Syllabus 2017).

A company may pass the resolutions through circulation. As per Section 175 of the Companies Act, 2013, no resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation, unless the resolution has been circulated in draft form together with the necessary papers to all the directors or members of committee at their addresses registered with the company in India by hand delivery or by post or by courier or through electronic means which may include E-mail or fax.

The said resolution must be approved by majority of directors or members who are entitled to vote. However, where not less than one-third of the total number of Directors of the company for the time being require that any resolution under circulation must be decided at a meeting, the chairperson shall put the resolution to be decided at a meeting of the Board. The resolution passed through circulation be noted at a subsequent meeting of the Board or the committee and made part of the minutes of such meeting.

As per Secretarial Standard – 1, the decision of the Directors shall be sought for each Resolution separately. Not more than seven days from the date of circulation of the draft of the Resolution shall be given to the Directors to respond and the last date shall be computed accordingly. An additional two days shall be added for the service of the draft Resolution, in case the same has been sent by the company by speed post or by registered post or by courier. Passing of Resolution by circulation shall be considered valid as if it had been passed at a duly convened meeting of the Board. This shall not dispense with the requirement for the Board to meet at the specified frequency.

The Resolution is passed when it is approved by a majority of the Directors entitled to vote on the Resolution, unless not less than one-third of the total number of Directors for the time being require the Resolution under circulation to be decided at a Meeting.

The Resolution, if passed, shall be deemed to have been passed on the earlier of:

(a)the last date specified for signifying assent or dissent by the Directors, or

(b)the date on which assent has been received from the required majority, provided that on that date the number of Directors, who have not yet responded on the resolution under circulation, along with the Directors who have expressed their desire that the resolution under circulation be decided at a Meeting of the Board, shall not be one third or more of the total number of Directors; and

shall be effective from that date, if no other effective date is specified in such Resolution.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2021, Q. 4(d) (Syllabus 2017).

Section 175 of the Companies Act 2013 provides that, no resolution shall be deemed to have been duly passed by the Board of Directors by circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to all the directors at their addresses registered with the company in India, by hand delivery or by post or by courier, or through electronic means which may include e-mail or fax and has been approved by a majority of the directors, who are entitled to vote on the resolution.

However, where not less than one-third of the total number of directors of the company for the time being require that any resolution under circulation must be decided at a meeting, the Chairman shall put the resolution to be decided at a meeting of the Board.

In the given case, majority directors had communicated their assent but subsequently before the due date more than one-third directors have requested that the resolution must be decided at a board meeting. Hence, the resolution sought to be passed by circulation will be required to be passed only at a Board meeting.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2020, Q. 5A(ii) (Syllabus 2017).

Specimen Notice of the Audit Committee Meeting

Notice of the ............................. (insert sequence number of the meeting) Audit Committee Meeting of T2 Transport Limited to be held on on ............................. (day of the week), the ............................. (Date) day of …….. (Month), ............................. (year) at ......... (time) at .............................( address of the venue of the meeting).

To,

Mr./ Ms. (Director and Member of the Audit Committee ) .

............................ (Address)

Dear Sir/Madam,

Notice is hereby given that ............................. (insert sequence number of the meeting) meeting of the members of the Audit Committee of the Board of Directors of the Company will be held on ............................. (day of the week), the ............................. (Date) day of …….. (Month), ............................. (year) at ......... (time) at .............................( address of the venue of the meeting).

The committee will discuss the quarterly financial statements for the quarter ending----- at the meeting. The detailed notes thereon and requisite annexures is enclosed herewith. You are requested to make it convenient to attend the meeting.

Directors may attend the meeting in person or through Video Conferencing / Other Audio Video Means (VC/ OAVM). A Director desirous of attending the meeting through VC/ OAVM should inform well in time so as to make suitable arrangements accordingly.

For T2 Transport Limited

Sd/-

(Name)

(Designation)

DIN:/Mem No.:

Place:

Date:

Enclosure: Agenda Notes of the business to be transacted at the meeting.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2025, Q. 6(a) (Syllabus 2022).

SPECIMEN COPY OF THE RESOLUTION PASSED AT THE FIRST MEETING OF THE BOARD OF DIRECTORS OF XYZ FOUNDATION, HELD ON (DAY), (DATE)__________ AT (PLACE) __________AT (TIME) TO__________(TIME).

“RESOLVED THAT in accordance with the provisions of the Companies Act, 2013, and pursuant to the requirement under the Foreign Contribution (Regulation) Act, 2010, consent of the Board be and is hereby accorded to open a designated bank account in the name of the company with the State Bank of India, New Delhi Main Branch (FCRA Branch), 11 Sansad Marg, New Delhi – 110001, for the exclusive purpose of receiving foreign contribution for carrying out the charitable objects of the Company.

RESOLVED FURTHER THAT the said designated bank account shall be used exclusively for receipt of foreign contribution in accordance with applicable law.

RESOLVED FURTHER THAT the authorised signatories be and are hereby authorised to operate the account for the purpose stated above.

RESOLVED FURTHER THAT Mr./Ms. ______________________, Director and/or Mr./Ms. ______________________, Company Secretary of the Company be and are hereby authorised to complete the account opening formalities and KYC compliance and to sign, execute, and submit all applications, forms, declarations, and documents as may be required by the Bank and to do all such acts, deeds and things as may be necessary to give effect to this resolution.”

For and on behalf of XYZ FOUNDATION

Name:

Designation:

Date:

Place:

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2026, Q. 6(b) (Syllabus 2022).

7.7.2 of SS-1: A Director is entitled to receive, a copy of the Minutes of a Meeting held before the period of his Directorship. A Director is entitled to inspect and receive a copy of the signed minutes of a meeting held during the period of his directorship, even if he ceases to be a director. Thus, claim of Atanu is correct under law.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2025, Q. 5(e) (Syllabus 2022).

(i)In line with para 1.3.6 of Secretarial Standard 1(SS-1) notice of an adjourned board meeting shall be given to all directors including those who did not attend the meeting on the originally convened date. Therefore, though D could not attend the original meeting due to preoccupation by seeking leave of absence which was granted, notice of adjourned board meeting should be sent to him whether or not there is any extraordinary business to be transacted in the adjourned meeting.

(ii)Para 1.3.7 of SS-1 provides that where a director specifies a particular means or delivery of agenda and notes thereon these papers shall be sent 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 agenda and notes on agenda.

Applying the provisions in the given situation, delivery of agenda and notes thereon by hand at residence of small shareholder director Saptarshi when board meeting is convened at a shorter notice suddenly is valid though he had specified the delivery of same to him by email earlier. The objection raised by Saptarshi is not tenable.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2024, Q. 4(a) (Syllabus 2017).

(i)The revenue sharing model of a Mega Firm could be the following:

1.Partner bringing new client shall be given referral or induction share, say, @ 15% of the fees settled and received; it can be for the first year or for given number of years;

2.Certain percentage of fees, say 15% shall be retained in business in common pool for meeting expenses;

3.70% of the fees shall be given to the partner or partners who actually work on the assignment (assignment share). When more than one partners are involved in an assignment their share can be determined based on respective role;

4.At the year-end after meeting expenses resultant profit shall be shared in proportion of contribution of individual in the gross earnings/ net profit of the firm;

5.Internally, different verticals can be created and surplus generated by each one can be assessed as an independent cost centre.

(ii)As per para 8.3 of Secretarial Standard – 2 on General Meetings minutes book shall be kept in the custody of any director duly authorised for the purpose by Board where there is no Company Secretary in the company.

Therefore, the minute book can be kept in the custody of any authorized director and not in the custody of the senior officer.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2024, Q. 6(b) (Syllabus 2017).

Finalization of Minutes

•As per Para 7.4 of SS-1: Within fifteen days from the date of the conclusion of the Meeting of the Board or the Committee the draft minutes thereof shall be circulated by hand or by speed post or by registered post or by courier or by email or by any other recognised electronic means to all members of the Board or the Committee as on the date of the Meeting, for their comments.

•The Directors, whether present at the Meeting or not, shall communicate their comments, if any, in writing on the draft Minutes within seven days from the date of circulation thereof, so that the Minutes are finalized and entered in the Minutes Book within the specified time limit of thirty days.

•If any director communicates his comments after the expiry of the said period of seven days, the Chairman, if so authorised by the Board, shall have the discretion to consider such comments.

•The draft Minutes should also be sent to those Directors who were not present at the Meeting for information and comments thereon, if any. This is because all the Directors are responsible for the decisions taken at any Board Meeting, whether or not they attended the Meeting.

•In the event director does not comment on the draft Minutes, the draft Minutes shall be deemed to have been approved by such director. A director who ceases to be a Director after a Meeting of the Board is entitled to receive the draft Minutes of that particular Meeting and to offer comments thereon, irrespective of whether he attended such Meeting or not.

•Minutes shall be entered in the Minutes Book within 30 days from the conclusion of the Meeting.

•The date of entry of the Minutes in the Minutes Book shall be recorded by the Company Secretary.

•Minutes, once entered in the Minutes Book, shall not be altered. Any alteration in the Minutes as entered shall be made only by way of express approval of the Board at its subsequent meeting and the fact of such alteration shall be recorded in the Minutes of such subsequent meeting.

Hence, (i) the comments given by Sonali are beyond the specified time limit and may be considered only subject to the discretion of the Chairman.

(ii).Comments of Sujata can be considered even if she did not attend the meeting.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2023, Q. 4(b) (Syllabus 2017).

As per para 7.7.1 of SS-1, the minutes of meetings of the Board and any committee thereof can be inspected by the Directors.

Director is entitled to inspect the minutes of the meeting held before the period of his directorship. A director is entitled to inspect the minutes of the meetings held during the period of his directorship even after he/she ceases to be a director.

Inspection of the minutes may be provided in physical or electronic form. While inspection of minutes book, the Company Secretary or the official of the company authorised by the Company Secretary to facilitate inspection shall take all precautions to ensure that the minute’s book is not mutilated or in any way tampered by any person.

Hence, Amrutha can inspect the minutes of the Board meetings held during her tenure as director even after she ceases to be the director relating to her tenure as directorship.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2022, Q. 2(e) (Syllabus 2017).

The Chairperson of the meeting and the Company Secretary while handling virtual meeting shall take due and reasonable care with respect to the following:

(a)to safeguard the integrity of the meeting by ensuring sufficient security and identification procedures to record proceedings;

(b)to ensure availability of proper video conferencing or other audio visual equipment or facilities for providing transmission of the communications for effective participation of the directors and other authorised participants at the Board meeting;

(c)to record proceedings and prepare the minutes of the meeting;

(d)to store for safekeeping and marking the tape recording(s) or other electronic recording mechanism as part of the records of the company at least before the time of completion of audit of that particular year;

(e)to ensure that no person other than the concerned director are attending or have access to the proceedings of the meeting through video conferencing mode or other audio visual means; and

(f)to ensure that participants attending the meeting through audio visual means are able to hear and see the other participants clearly during the course of the meeting.

The directors, who are differently abled, may be facilitated by the Board to allow a person to accompany him provided such Director requests the Board to allow a person to accompany him and ensures that such person maintains confidentiality of the matters discussed at the meeting.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2022, Q. 4(d) (Syllabus 2017).

The provisions for conducting Board meeting through video conferencing has been specified in Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014.

Director can attend Board meeting electronically. At the beginning of calendar year, director may intimate his intention to participate in Board meeting through video conferencing. Such declaration shall be valid for one year. If he does not intimate, it shall be presumed that the director shall attend the Board meeting in person.

Para 1.3.4 of Secretarial Standard on Board Meeting states that, the notice of the Board meeting shall inform the directors regarding the option available to them to participate through video conferencing mode or other audio-visual means, and shall provide all the necessary information to enable the directors to participate through video conferencing mode or other audio-visual means.

A director intending to participate through video conferencing or audio-visual means shall communicate his intention to the Chairperson or the Company Secretary of the company. If the director intends to participate through video conferencing or other audio-visual means, he shall give prior intimation to that effect sufficiently in advance so that company is able to make suitable arrangements in this behalf.

It was held in case of Rupak Gupta vs. UP Hotels Ltd., Sub Rule 3(3)(e) of Companies (Meeting of Board and its Powers) Rules, 2014 does not intend to say that if an intimation to participate in a meeting through electronic mode is not given at the beginning of the year, the directors are not entitled to participate in any meeting through electronic mode. Therefore, the director does not give intimation at beginning of the calendar year, he can attend through video conference and preventing him from appearing through video conferencing is improper.

Accordingly, one can say that the action of the Chairman is not valid. Rajdeep can participate in the Board meeting through video conferencing.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2022, Q. 5(c) (Syllabus 2017).

•Secretarial Standard -1 (SS-l) defines "Electronic Mode” means Meetings through video conferencing or other audio-visual means. "Video conferencing” or “other audio visual means” means audio-visual electronic communication facility employed which enables all the persons participating in a Meeting to communicate concurrently with each other without an intermediary and to participate effectively in the Meeting.

•The requirement for roll call is in line with the requirement under Rule 3(4) and Rule 3(5) of the Companies (Meetings of Board and its Powers) Rules, 2014. During the roll call, every Director participating through Electronic Mode should state, for the record, the following namely: (a) name; (b) the location from where he is participating; (c) that he has received the Agenda and all the relevant material for the Meeting; and (d) that no one other than the concerned Director is attending or having access to the proceedings of the Meeting at the location mentioned in (b) above.

A roll call is nothing but identifying and confirming the attendance of the director participating through Electronic Mode.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2022, Q. 5A(v) (Syllabus 2017).

As per para 1.2.1 of Secretarial Standard-l (SS-1), every Meeting of the Board should be serially numbered for ease of reference. While numbering serially, the company may choose to follow its existing system of numbering, if any, or any new system of numbering, which should be distinct and enable ease of reference and/or cross reference. Here, a company may choose to either count and give continuous numbering from its incorporation or give continuous numbering from Meetings held on or after 1st July, 2015, this being the date from which SS-1 became effective. In any case, the company should follow a uniform and consistent system.

Accordingly, all styles {i.e. (i) to (iii)} presented for assigning serial number to the Board meeting by the Company Secretary are valid and complying SS-1. It is advisable that the Board be informed about the system of numbering of the Meeting and/or any change in the system of numbering; and the same be recorded in the Minutes.

Serial number of the original meeting and the adjourned meeting should be the same.

For e.g.: In case the serial number of the original meeting is 12th Meeting, the serial number of the adjourned meeting should be 12th Meeting (Adjourned).

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2022, Q. 6(b) (Syllabus 2017).

The requirements in relation to maintenance of Minutes, as prescribed by the Secretarial Standard Board are given below.

Minutes of Board Meeting

1.Minutes shall be recorded in books maintained for that purpose.

2.A distinct Minutes Book shall be maintained for meetings of the Board and each of its Committee.

3.A company may maintain its Minutes in physical or in electronic form.

Minutes may be maintained in electronic form in such manner as prescribed under the Companies Act, 2013 and as may be decided by the Board. Minutes in electronic form shall be maintained with Timestamp.

A company shall however follow a uniform and consistent form of maintaining the Minutes. Any deviation in such form of maintenance shall be authorised by the Board.

4.The pages of the Minutes Book shall be consecutively numbered.

This shall be followed irrespective of a break in the Book arising out of periodical binding in case the Minutes are maintained in physical form. This shall be equally applicable for maintenance of Minutes Book in electronic form with Timestamp. In the event any page or part thereof in the Minutes Book is left blank, it shall be scored out and initialled by the Chairman who signs the Minutes.

5.Minutes shall not be pasted or attached to the Minutes Book or tampered with in any manner.

6.Minutes Book, if maintained in loose-leaf form, shall be bound periodically depending on the size and volume and coinciding with one or more financial years of the company. There shall be a proper locking device to ensure security and proper control to prevent removal or manipulation of the loose leaves.

7.Minutes Books shall be kept at the Registered Office of the Company or at such other place as may be approved by the Board.

Minutes of General Meeting

1.Minutes shall be recorded in books maintained for that purpose.

2.A distinct Minutes Book shall be maintained for Meetings of the Members of the company, creditors and others as may be required under the Act. Resolutions passed by postal ballot shall be recorded in the Minutes book of General Meetings.

3.A company may maintain its Minutes in physical or in electronic form. Minutes may be maintained in electronic form in such manner as prescribed under the Act and as may be decided by the Board. Minutes in electronic form shall be maintained with Timestamp.

A company shall, however, follow a uniform and consistent form of maintaining the Minutes. Any deviation in such form of maintenance shall be authorised by the Board.

4.The pages of the Minutes Books shall be consecutively numbered.

This shall be followed irrespective of a break in the Book arising out of periodical binding in case the Minutes are maintained in physical form. This shall be equally applicable for maintenance of Minutes Book in electronic form with Timestamp.

In the event any page or part thereof in the Minutes Book is left blank, it shall be scored out and initialled by the Chairman who signs the Minutes.

5.Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner.

6.Minutes of Meetings, if maintained in loose-leaf form, shall be bound periodically at least once in every three years. There shall be a proper locking device to ensure security and proper control to prevent removal or manipulation of the loose leaves.

7.Minutes Books shall be kept at the Registered Office of the company.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2021, Q. 3(a) (Syllabus 2017).

(a)Para 8 of SS-1 and Para18 of SS-2 prescribes that where, under a scheme of arrangement, a company has been merged or amalgamated with another company, Minutes of all meetings of the transferor company, as handed over to the transferee company, shall be preserved permanently by the transferee company, notwithstanding that the transferor company might have been dissolved.

Hence, Rose Ltd. has to preserve all minutes of Lily Ltd. permanently and not for just next eight years

(b)Rule 25 of the Companies (Management and Administration) Rules, 2014 along with SS-1 as well as SS-2, prescribes that, the Minutes Books of the General Meetings, shall be kept at the Registered Office of the company.

Further, the Minutes Books of the Board Meeting shall be kept at the Registered Office of the company or at such other place as may be approved by the Board.

Thus, Rose Ltd. can keep Minutes of Board Meeting at the Registered Office of the company or at such other place as may be approved by the Board. However, the Minutes of General Meeting are required to be kept at the Registered office of the company only.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2021, Q. 2A(iv) (Old syllabus).

Regulation 72 of Table F of Schedule I to the Companies Act, 2013 provides that if at the meeting of Committee, the Chairman is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their members to be Chairman of the Meeting.

In the instant case, the Chairman of the Risk Management Committee is not present within the 5 minutes of the scheduled time of the meeting and the requisite quorum is present. Hence, the members present may elect any one among them to act as the Chairman of the meeting and hold the meeting.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2020, Q. 5A(i) (Syllabus 2017).

Agenda Items for meeting of the Board of Director of the Company Scheduled to be held on (day), (Date) at (Venue ) at (Time) (meeting No.) 2019-20__(Any 8 items)

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, June 2019, Q. 4(b) (Syllabus 2017).

Secretarial standard on Board Meetings SS-1 provides that any director duly authorized by the Board can certify the board resolution irrespective of whether he attended the relevant board meeting or not. Hence in the given case if the Surajit, a Director, is authorised by the Board to do so he may act accordingly.

As per Para 7.7.2 of SS-1, certified true copy of any resolution passed at a meeting may be issued even before signing of the minutes if the text of that resolution had been placed at the meeting.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2018, Q. 3A(iii) (Old syllabus).

According para 7.7.1. of Secretarial Standard on Board Meeting a Director is entitled to inspect the Minutes of a Meeting held before the period of his Directorship. Further para 7.7.2 provides that a Director is entitled to receive a copy of the signed Minutes of a Meeting held during the period of his Directorship, even if he ceases to be a Director.

Hence the actions of managing director are not valid. Claim of Mr. Ravi for inspecting the Minutes of a Meeting held before the period of his Directorship and for receiving a copy of the signed Minutes of a Meeting held during the period of his Directorship is valid.

Source⁠​‌​‌‌​‌​⁠: ICSI Guideline Answers, December 2018, Q. 5A(iv) (Syllabus 2017).