Decoding Secretarial Standards – Frequency of meetings

In this post, I will discuss Secretarial Standards related to frequency of Meetings under SS – 1 and SS – 2.

Board Meetings:

The Board shall meet at least once in every calendar quarter, with a maximum interval of one hundred and twenty days between any two consecutive Meetings of the Board, such that at least four Meetings are held in each Calendar Year. [Paragraph 2.1 of SS – 1]

The Board shall hold its first Meeting within thirty days of the date of incorporation of the company. It shall be sufficient if one Meeting is held in each of the remaining calendar quarters, subject to a maximum interval of one hundred and twenty days between any two consecutive Meetings of the Board, after the first Meeting. [Background Paragraph 1 after Paragraph 2.1 of SS – 1]

Further, it shall be sufficient if a One Person Company, Small Company or Dormant Company holds one Meeting of the Board in each half of a calendar year and the gap between the two Meetings of the Board is not less than ninety days. [Background Paragraph 2 after Paragraph 2.1 of SS – 1]

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. [Background Paragraph 3 after Paragraph 2.1 of SS – 1]

Here is catch. An adjourned meeting of original meeting on 1^st June adjourned for some reason (other than quorum) may be held on 30^th September morning just before next original meeting which is required to be held in any case on that day.

Meetings of Committees:

Committees shall meet as often as necessary subject to the minimum number and frequency stipulated by the Board or as prescribed by any law or authority. [Paragraph 2.2 of SS – 1]

Meeting of Independent Directors:

Where a company is required to appoint Independent Directors under the Act, such Independent Directors shall meet at least once in a Calendar Year. [Paragraph 2.2 of SS – 1]

This facilitates two meeting of independent directors in same financial year.

The meeting shall be held to review the performance of Non-Independent Directors and the Board as a whole; to review the performance of the Chairman and to assess the quality, quantity and timeliness of flow of information between the company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties. [Background Paragraph 1 after Paragraph 2.2 of SS – 1]

The Company Secretary shall facilitate convening and holding of such meeting, if so desired by the Independent Directors. [Background Paragraph 2 after Paragraph 2.2 of SS – 1]

Annual General Meeting:

Every company shall, in each Calendar Year; hold a General Meeting called the Annual General Meeting. [Paragraph 2.1 of SS – 2]

Every company shall hold its first Annual General Meeting within nine months from the date of closing of the first financial year of the company and thereafter in each Calendar Year within six months of the close of the financial year, with an interval of not more than fifteen months between two successive Annual General Meetings. The aforesaid period of six months or interval of fifteen months may be extended by a period not exceeding three months with the prior approval of the Registrar of Companies, in case of any Annual General Meeting other than the first Annual General Meeting. If a company holds its first Annual General Meeting, as aforesaid, it shall not be necessary for the company to hold any Annual General Meeting in the Calendar Year of its incorporation. [Background Paragraph 1 after Paragraph 2.1 of SS – 2]

Extra-Ordinary General Meeting:

Items of business other than Ordinary Business may be considered at an Extra-Ordinary General Meeting or by means of a postal ballot, if thought fit by the Board. [Paragraph 2.2 of SS – 2]