SS-1 is applicable to all companies incorporated under the Companies Act, 2013, except:

 One Person Companies (OPCs) that have only one director.

 Companies registered under Section 8 (i.e., not-for-profit companies), unless they are
specifically required to follow it.

It also applies to Committees of the Board unless explicitly exempted by applicable laws.

It’s crucial to remember that exemptions for Section 8 companies and private companies are
available only if they have not defaulted in filing their financial statements or annual returns.

📘 KEY DEFINITIONS

Understanding terminology used in SS-1 is vital:

 Act: The Companies Act, 2013.

 Meeting: A properly convened, held, and conducted gathering of the Board or any
Committee.

 Electronic Mode: Participation through video conferencing or other audio-visual

means enabling real-time communication.

 Quorum: The minimum number of directors required to be present to validate the

meeting.

 Minutes: A written record of the proceedings of a meeting.

 UPSI: Unpublished Price Sensitive Information refers to information which, if

disclosed, may materially affect share prices. Examples include financial results,
dividend declarations, mergers, acquisitions, etc.

 Interested Director: A director with a personal stake in a matter being discussed.

📅 CONVENING A MEETING

👥 Who can convene?

Any Director may call for a meeting. Upon requisition, the Company Secretary (CS) or an
authorized person shall, in consultation with the Chairman or Managing Director, issue a
notice to all Directors.

📨 Notice

Notices for Board Meetings must be sent at least 7 days before the meeting. They may be
sent via post, courier, hand delivery, or electronic means like email. The notice should
include the date, time, venue, mode of participation (electronic/physical), and instructions
for joining if applicable. Companies must keep proof of delivery for a minimum of three
years.

📑 Agenda & Notes on Agenda

The agenda should clearly list the matters to be discussed, supported by explanatory notes
and draft resolutions where applicable. This should also be sent at least 7 days prior.
However, notes containing UPSI can be sent on shorter notice if a majority of directors,
including at least one independent director (ID), consent.

All agenda items must be numbered for easy reference.

🚨 Meetings on Shorter Notice

These can only be held if at least one ID is present. If not, the decision taken must be ratified
by an ID or the majority of directors.

🔁 FREQUENCY OF MEETINGS

Every company must conduct at least four Board Meetings per calendar year, ensuring that
the gap between any two meetings does not exceed 120 days.

The first Board Meeting must be held within 30 days of incorporation.

🧾 Relaxation for Certain Companies

 OPCs, Small Companies, Dormant Companies, and Start-ups can hold just one
meeting every half calendar year. The gap between these two meetings must be at
least 90 days.

👥 QUORUM

To legally hold a meeting, the quorum is 1/3rd of the total number of directors or two
directors, whichever is greater.

 Directors participating via electronic mode are counted for quorum except in certain
restricted matters.

 If a director has an interest in an item, they are not counted for quorum, except in
private companies where participation is allowed after disclosure.

 If quorum is not present, the meeting is automatically adjourned to the same day
and time next week unless that day is a national holiday.

Total strength excludes vacant positions.

🧾 ATTENDANCE AT MEETINGS

Companies must maintain an attendance register at the registered office or another place
approved by the Board. It should record the date, time, names of attendees, and their
signatures, along with their mode of attendance (physical or electronic).

🔎 Inspection

The attendance register may be inspected by:

 Current and former Directors

 Company Secretary in practice

 Statutory, Cost, and Secretarial Auditors

Members/shareholders are not allowed to inspect the register.

The register must be preserved for at least 8 financial years.

👨‍⚖️ROLE OF CHAIRMAN

The Chairman of the company presides over the Board Meetings. If unavailable, the Board
may elect one of the directors present.

Key Responsibilities:

 Ensures the meeting is properly convened and a quorum is present.

 Guides the proceedings and facilitates meaningful discussions.

 Summarizes and declares the decisions taken.

 If the Chairman has an interest in a matter, they must delegate the responsibility of
that item to another disinterested director, especially in case of related party
transactions.

✅ PASSING OF RESOLUTIONS BY CIRCULATION

This method allows for urgent matters to be resolved without calling a physical meeting.

When It Is Allowed

 Only for matters not required to be passed at a Board Meeting.

 Directors must receive the draft resolution, supporting documents, and explanatory
notes simultaneously.

Procedure
  Circulate the resolution to all directors (including interested ones).

 Give at least 7 days for response.

 Retain proof of delivery for a minimum of 3 years.

Approval

 Considered passed if majority of directors entitled to vote approve it.

 If 1/3rd or more directors request a physical meeting, the resolution must be placed
at a Board Meeting.

These resolutions must be noted at the next Board Meeting.

📝 MINUTES

Maintenance

Minutes must be recorded in a bound or digitally secure format with timestamps. Each
meeting should have its own book, and pages should be numbered.

Content of Minutes

 Date, time, venue, and type of meeting

 Names of directors, mode of attendance

 Summary of discussions and decisions taken

 Any dissent, interest disclosed, or special conditions

Finalization and Signing

 Draft Minutes to be circulated within 15 days

 Directors must provide comments within 7 days

 Final minutes must be entered in the Minutes Book within 30 days

 Signed by the Chairman of the meeting or next meeting

 A signed copy must be sent to all directors within 15 days of signing

Directors may inspect minutes of meetings held during their tenure even after resignation.
Members/shareholders cannot inspect board minutes.

📚 PRESERVATION OF RECORDS

 Minutes must be preserved permanently.

  Office copies of notices, agenda, and notes must be kept for at least 8 financial years
or as long as they remain current.

📢 DISCLOSURE IN BOARD REPORT

It is mandatory for companies to confirm compliance with SS-1 in their annual Board’s
Report.

📋 ANNEXURE A (Items That Cannot Be Passed by Circulation)

The following items must be discussed at Board Meetings:

 Approval of financial statements and Board’s Report

 Borrowings, loans, investments

 Non-arm’s length or extraordinary related party transactions

 Appointment/removal of KMPs, Auditors

 Remuneration of MD, WTD, Manager

 Political contributions

 Buyback of shares, mergers, acquisitions, restructuring

📝 ANNEXURE B (First Board Meeting Agenda)

In the first meeting of the Board, the following typical items are covered:

 Noting of Certificate of Incorporation, MOA, AOA, and Registered Office

 Appointment of Chairman, First Auditor, and Bankers

 Approval of preliminary expenses, share certificates, and common seal (if any)

 Disclosure of interest by directors

🎯 STUDY TIPS

 Memorize the quorum rule: 1/3rd or 2 directors (whichever is greater)

 Know the frequency and timeline requirements (4 meetings/year, 120-day gap max)

 Understand when and how resolutions can be passed by circulation

 Be thorough with content and timelines for Minutes

  Practice writing short answers on what items cannot be passed by circulation

Always remember: If any provision of SS-1 is inconsistent with the Companies Act, the Act
shall prevail.