Securities and exchange board of
Chapter I: Preliminary
Chapter II: Meetings
of the Board
Chapter III: Obligations of the members
Chapter IV: Miscellaneous
Schedule: Declaration of Fidelity and Secrecy
In exercise of the powers
conferred by section 30 of the Securities and Exchange Board of India Act, 1992
(15 of 1992), the Securities and Exchange Board of India hereby makes the
following regulations, namely :—
1. Short title and commencement
(1) These regulations may be called Securities and
Exchange Board of India (Procedure for Board Meetings) Regulations, 2001.
(2) These regulations shall come into force on the
date of their publication in the Official Gazette.
(1) In these regulations, unless the context
otherwise requires :—
means the Securities and Exchange Board of India Act, 1992 (15 of 1992);
means the members of the Board as constituted under section 4 of the Securities
and Exchange Board of India Act, 1992 (15 of 1992);
means the Chairman of the Board;
means a member of the Board and includes the Chairman, whole-time member and
means schedule attached to these regulations;
and expressions used and not defined in these regulations but defined in the
Act shall have the meanings respectively assigned to them in the Act.
Meetings of the Board
3. Convening of Meetings
(1) 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.
(2) 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.
3. Presiding over meetings
(1) The Chairman or if he is unable to attend the
meeting of the Board, for any reason, any other member chosen by the members
present at the meeting, shall preside over the meeting.
4. Place and time of meetings
Meetings of the Board shall be held at such
times and places in
(1) 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
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
Provided further that a resolution may be passed or a decision
taken by circulation of an agenda to the members.
(2) 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.
(1) Three members of the Board shall constitute
the Quorum for the transaction of business at a meeting of the Board.
(2) 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.
7. Leave of absence
The Board may grant leave of
absence to a member not present in the meeting and such leave of absence shall
be recorded in the minutes of the meeting.
8. Minutes of the meeting
(1) 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.
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.
Obligations of the members
9. Member not to participate in meetings in certain cases
Every member, who is directly or
indirectly concerned or interested in any matter coming up for consideration at
a meeting of the Board, shall, as soon as possible, after the relevant
circumstances have come to his knowledge, disclose the nature of his interest at
such meeting and such disclosure shall be recorded in the proceedings of the
Board and the member shall not take any part in any deliberation or decision of
the Board with respect to that matter.
Explanation: The expression “directly or indirectly” referred
to in this regulation shall include any concern or interest of a member either
by himself or through his relatives within the meaning of definition of section
6 of the Companies Act, 1956 (1 of 1956) or by reason of being a partner,
director of that concern.
10. Obligation of a member to give information of disqualification
(1) A member, as soon as may be, inform the Board
if he becomes subject to any of the disqualifications specified in section 6 of
(2) The Board shall inform the Central Government,
if it comes to the notice of the Board that any member has attracted the
disqualifications referred to in sub-regulation (1).
11. Declaration of fidelity
Every member, before entering upon
his duties, shall sign a declaration of fidelity and secrecy in the form set
out in the Schedule pledging himself to observe strict secrecy in relation to
all transactions of the Board and all matters relating thereto and shall be by
declaration pledge himself not to reveal any of the matters/information which
may come to his knowledge in the discharge of his duties except when required
or authorised to do so by the Board or by Law.
12. Officer to be nominated for keeping custody of the minutes
book, common seal etc.
(1) Chairman shall nominate any officer of the
Board not below the rank of Grade ‘D’ as Secretary to keep custody of common
seal, register of attendance of the meetings, minutes book, and other
documents/records etc. pertaining to the meetings of the Board.
(2) The Secretary shall arrange meetings, record
minutes and generally ensure that these regulations are followed.
13. Manner and form in which contracts may be executed
(1) Any contract which, if made between private
persons would by law be required to be in writing, signed by the parties to be
charged therewith, may be made on behalf of the Board in writing signed by any
member, officer of the Board or any other person acting under its authority,
express or implied and may in the same manner be varied or discharged.
(2) Any document connected with any contract may
be signed and verified on behalf of the Board by any officer authorised by
Chairman to sign such document for and on behalf of the Board.
(3) All contracts made according to the provisions
of this regulation shall be valid and binding on the Board.
14. Accounts and documents by whom to be signed
(1) The Chairman, the whole time members, or any
officer as may be nominated by the Chairman by designation or otherwise are
hereby severally authorised for and on behalf of the Board to endorse and
transfer negotiable instruments, stock-receipts, stock, debentures, shares,
securities, and documents of title to movable and immovable properties standing
in the name of or held by the Board, and to draw, accept and endorse bills of
exchange and other instruments in the current and authorised business of the
Board and to sign all other accounts, receipts and documents connected with
(2) Plaints, written statements, complaints,
affidavits, petitions and all other documents connected with legal proceedings
may be signed and verified on behalf of the Board by any officer authorised by
the Chairman to sign such documents for and on behalf of the Board.
15. Affixation of Common Seal
The Common Seal of the Board shall
not be affixed to any instrument except in pursuance of a resolution of the
Board and in the presence of at least one member who shall sign on such
instrument in token of his presence and such signing shall be independent of
the signing of any person who may sign the instrument as a witness.
Securities and Exchange Board of
Board Meetings) Regulations, 2001
Declaration of fidelity and secrecy
I, _____________________________ do hereby solemnly and sincerely declare that I will faithfully, truly and to the best of my skill and ability execute and perform the duties required of me as a member of the Board and which properly relate to the office or position held by me in or in relation to the said Board.
I further declare that I shall not
communicate or allow to be communicated to any person not legally entitled
thereto, any information relating to the affairs of the Securities and Exchange
Board of India or to the affairs of any person having any dealings with the
said Board, nor shall I allow any such person to inspect or to have access to
any books or documents belonging to or in the possession of the said Board and
relating to the business of the said Board or the business of any person having
any dealing with the said Board.
Place : (Signature)
Signed before me