Securities and Exchange Board of India (Procedure for Board Meetings) Regulations, 2001
Summary
This part contains the Securities and Exchange Board of India (Procedure for Board Meetings) Regulations, 2001 as amended up to December 9, 2022. It lays down the procedure for Board meetings including convening, place and time, notice, quorum, voting, minutes and participation through video conferencing under Schedule I. It prescribes members' obligations regarding disclosure of interest, disqualification and fidelity under Schedule II and provides for custody of the common seal, execution of contracts and signing of accounts and legal documents.
Text
These regulations may be called Securities and Exchange Board of India (Procedure for Board Meetings) Regulations, 2001.
These regulations shall come into force on the date of their publication in the Official Gazette.
In these regulations, unless the context otherwise requires:— (a) “Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992); (b) “Board” means the members of the Board as constituted under section 4 of the Securities and Exchange Board of India Act, 1992 (15 of 1992); (c) “Chairman” means the Chairman of the Board; (d) “Member” means a member of the Board and includes the Chairman, whole-time member and part-time member; (e) “Schedule” means schedule attached to these regulations;
Meetings of the Board shall be convened at least once in each quarter of the year by the Chairman or in his absence, by any member nominated by the Chairman, in this behalf.
Any two members may require the Chairman to convene a meeting of the Board at any time and the Chairman shall convene the meeting of the Board accordingly: Provided that if the Chairman is not available, any two members may require the Secretary to convene the meeting of the Board.
Meetings of the Board shall be held at such times and places in India as may be specified in the notice convening the meeting. Provided that a Member who intends to participate in a meeting through video conferencing or any other audio visual means, shall communicate the same, sufficiently in advance to the Chairperson or the Secretary of the Board and in such case, the procedure as specified in Schedule I to the SEBI (Procedure for Board Meetings) Regulations, 2001 shall be followed.
Not less than ten days’ notice shall ordinarily be given of each meeting of the Board and such notice along with agenda papers shall be sent to every member ten working days in advance at his usual address in India as furnished by him to the Board: Provided that if an emergency meeting of the Board is required to be convened, ten days’ notice may not be required. However, sufficient notice shall be given to the member to enable him to attend the meeting: Provided further that a resolution may be passed or a decision taken by circulation of an agenda to the members.
No business other than that for which the meeting was convened shall be discussed at a meeting of the Board, except with the consent of the Chairman or the member presiding at the meeting and a majority of the members present.
Three members of the Board shall constitute the Quorum for the transaction of business at a meeting of the Board.
All questions which come up before any meeting of the Board shall be decided by a majority vote of the members present and voting and in the event of any equality of votes, the Chairman, or in his absence, the member presiding, shall have a second or casting vote.
The Board shall cause the minutes of all the proceedings to be maintained in the books kept for the purpose which may be in the form of binders containing loose leaves, duly numbered.
A copy of the proceedings of each meeting of the Board shall be circulated as soon as possible for confirmation by the members. The confirmed minutes shall be signed by the Chairman or the member presiding at the succeeding meeting, and taken on record thereafter.
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Source: SecMarx — Securities and Exchange Board of India (Procedure for Board Meetings) Regulations, 2001. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.