Paragraphs 4 and 5 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Paragraph 4 of SS-1 sets out how a company must record who attended Board and Committee meetings and how leave of absence is granted. Paragraph 5 says who chairs the meeting and what the Chairman must do. Together they give the evidence trail for every meeting, which is why compliance documentation work starts with these registers.
The version explained here is SS-1, as revised, effective from 1 April 2024 (approved by the Central Government under section 118(10)). ICSI may revise the Standards, so check the current version on icsi.edu. If a later change in the Companies Act makes any part inconsistent, the Act prevails.
Every company keeps an attendance register for Board and Committee meetings, with serially numbered pages, held by the Company Secretary and preserved for at least eight financial years from the last entry. Directors joining electronically are recorded by roll call and authenticated by the Company Secretary. Leave of absence is granted only on a communicated request. The Chairman checks that the meeting is properly constituted and has a casting vote unless the Articles say otherwise.
Paragraph 4.1: the attendance register
| Para | Requirement | Practical step |
|---|---|---|
| 4.1.1 | An attendance register for Board and Committee meetings, with serially numbered pages; loose-leaf registers bound at least once in three years | Bind and number on a fixed cycle |
| 4.1.2 | Particulars: serial number and date of the meeting; Committee name; place; time; names and signatures of Directors, the Company Secretary and invitees; mode of presence if electronic | Use a standard template with a mode column |
| 4.1.3 | Electronic attendance is deemed signed if recorded in the register and authenticated by the Company Secretary (or the Chairman or an authorised Director if there is none), and the participation is recorded in the minutes | Record and authenticate on the day |
| 4.1.4 | Kept at the registered office or another place the Board approves; may be taken to the meeting venue | Note the place in a Board resolution |
| 4.1.5 | Open to Directors, including a former Director for meetings held during his term; a practising company secretary appointed by the company, the Secretarial Auditor and the Statutory Auditor may inspect for their duties; a member of the company cannot | Log each inspection |
| 4.1.6 | Preserved for at least eight financial years from the last entry; destruction needs Board approval | Diary the date |
| 4.1.7 | In the custody of the Company Secretary, or a person authorised by the Board | Record the authorisation |
Electronic attendance
At the start of a meeting with electronic participants, the Chairman takes a roll call. The Chairman or Company Secretary asks each such Director to state full name and location, and records both in the minutes. The proceedings are recorded through an electronic recording mechanism, with the venue, date and time mentioned. This ties to the rules in paragraph 1.2 explained in our article on convening a meeting.
Paragraph 4.2: leave of absence
Leave is granted to a Director only when a request has been communicated to the Company Secretary, the Chairman or another person authorised to issue notice. The Standard also reminds readers that a Director's office becomes vacant if he absents himself from all Board meetings held in a period of twelve months, with or without leave. So leave of absence does not protect a Director from the twelve-month rule. Diarise the attendance of each Director through the year and warn any Director who is approaching that point.
Paragraph 5.1: the Chairman of the Board
| Para | Requirement |
|---|---|
| 5.1.1 | The Chairman of the company is Chairman of the Board; if there is none, the Directors may elect one of themselves |
| 5.1.2 | The Chairman conducts the meeting. If none is elected, or the Chairman cannot attend, the Directors present elect one of themselves, unless the Articles provide otherwise |
| 5.1.2 | The Chairman, with the Company Secretary's help, checks that the meeting is duly convened and constituted before business, encourages deliberation and assesses the sense of the meeting |
| 5.1.2 | If the Chairman is interested in an item, he hands the conduct of that item to a non-interested Director with the consent of the majority of Directors present, and resumes after the item. A private company is different (see below) |
| 5.1.2 | For a related party transaction, the Chairman shall not be present, physically or electronically, during discussion and voting |
| 5.1.2 | With electronic participants, the Chairman and Company Secretary safeguard the meeting's integrity through security and identification procedures and safe keeping of recordings; no outsider may access the proceedings, except a differently abled Director's companion who maintains confidentiality |
| 5.1.2 | The Chairman ensures quorum throughout and announces a summary of the decision on each agenda item |
| 5.1.2 | Unless the Articles say otherwise, an equality of votes gives the Chairman a second or casting vote |
Paragraph 5.2: Committees
The member appointed by the Board or elected by the Committee as its Chairman conducts Committee meetings, in line with the Act, other law or the Articles. If none is elected or the Chairman cannot attend, the members present elect one of themselves, unless the Articles say otherwise.
What changed in 2024
| Paragraph | Change |
|---|---|
| 5.1.2 (third paragraph) | In a private company the interested Chairman may continue to chair, be reckoned for quorum and take part in the item after disclosing his interest; earlier text allowed only chairing and participating. Reflects the exemption notification for private companies of June 2017 and section 174(3) |
The relief applies only where the company has no default in filing financial statements or annual return. The full change list is in our article on the revised SS-1 and SS-2.
A worked example
At Zenith Textiles Limited, Director Arun Rao sends an e-mail asking leave from the March meeting. The Company Secretary notes the request, grants leave on the Chairman's authority, and records Arun's name in the minutes under leave. Another Director, Sneha Iyer, joins by video; the Chairman takes a roll call, notes her name and location, and the Company Secretary authenticates her entry in the register. The Chairman is interested in a vendor contract, so he hands that item to a non-interested Director with the majority's consent and resumes the chair afterwards. Zenith is a public company, so the private company relief does not apply.
Need help with Board records?
A register that matches the Standard, and minutes that cross-refer to it, make Board records easy to defend. TaxClue's compliance documentation team can help set up your registers and templates.
Key takeaways
- Keep a numbered attendance register for Board and Committee meetings and preserve it for at least eight financial years.
- Electronic attendance needs a roll call, name and location, and Company Secretary authentication.
- Leave of absence follows a communicated request, and does not stop the twelve-month vacancy rule.
- The Chairman checks the constitution of the meeting and announces a summary of each decision.
- A private company's interested Chairman may continue to chair after disclosure.
Read next
- Paragraphs 2 and 3 of SS-1: frequency and quorum
- Paragraph 6 of SS-1: resolution by circulation
- Paragraphs 7.1 and 7.2 of SS-1: board minutes
- Drafting minutes of a Board meeting
Disclaimer: Based on the Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 and SS-2 as revised effective 1 April 2024; SS-3 effective 1 January 2018; SS-4 effective 1 October 2018), as consulted on 3 October 2026. ICSI revises the Standards from time to time; check the current versions on icsi.edu and the Companies Act provisions referred to. This article is general information, not legal advice; check the official text before acting.