List out the check points to be observed by Company Secretary while conducting Secretarial Audit with regard to quorum in the meetings of the Board of directors under Secretarial Standard-1.

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2021
List out the check points to be observed by Company Secretary while conducting Secretarial Audit with regard to quorum in the meetings of the Board of directors under Secretarial Standard-1.

Answer & Explanation:

Check list on quorum in the meetings of the Board of Directors as per Secretarial Standard-1: Whether the requisite quorum was present in each meeting? Whether the quorum was present throughout the meeting and no business was transacted when the quorum was not present? Where an interested director was present, whether the interested director had disclosed his interest at the Board meeting where the transaction was considered and abstained from participating in the discussions and voting thereon? Whether the interested directors were counted for quorum or not and they were present, or were kept off if participating through electronic mode, during discussion and voting on items in which they were interested. Whether a director participating in a meeting through electronic mode has been counted for quorum? If so, whether in respect of restricted items under the Act or any other law? Whether Stipulated Quorum requirements for Meetings of the Committees were followed? i.e.the Quorum for a Meeting of the Board shall be one-third of the total strength of the Board, or two Directors, whichever is higher. Any fraction for calculating one-third shall be rounded off to the next one. Check that the restricted item of business at the Board and audit committee meetings was not approved through electronic mode. Check 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.

Topics: Secretarial Audit

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