Board Meeting as per Companies Act 2013

Likewise, members of private companies are limited to use only one proxy per occasion. The member appointing any proxy has to provide a duly signed written proxy authorizing the proxy to vote in his place and be deposited to the company before forty-eight business hours of such meeting. Section 186 of the Companies Act empowers the Company Law Board to call only extraordinary general meeting and not the annual general meeting of the company. If no such meeting is convened within 21 days of their requisition, shareholders may themselves convene the meeting within 3 months from the date of their requisition. The director of the company will initiate a meeting of the board of directors concerning which notice has to be sent to all the directors 7 days before holding the board meeting.

The Extraordinary General Meeting might be named by the Directors or even could be convened by the Shareholders in case the Board of Directors doesn’t organize for it despite their requisition to call it. The place that the Company Law Board calls a meeting under Sec. 186 of the Act , it can point that an individual part present in proxy or maybe person shall be deemed to comprise a legitimate meeting. The meetings of creditors are called when the company proposes to make a scheme for arrangement with its creditors. When the agenda is enclosed with the notice each director gives due consideration to the proposed business and comes with necessary preparations for discussion in the meeting.

The member appointed can be any person who the Government thinks to be fit to attend the meeting. The person who is appointed as a representative of the Government shall attend the meeting as any other member of the meeting and shall exercise similar rights and powers. By quorum we really mean the minimum amount of the members who should be present at a conference as needed by the rules. In the absence of quorum the proceedings on the business can’t be started.

In other words, whenever the define company meeting of the Directors, shareholders or Creditors are required to pass resolution, they come together and convene meeting as per the provisions of the Companies Act, 2013. Section 50, every member who is limited by company shares and holds equity share capital will have a right to vote on all the resolutions which lie before the company. Class meetings are a type of meeting which are held by particular class of shareholder. These meetings are usually held when it affects the particular class of shareholders. Hence it becomes necessary to call separate class meetings of particular shareholders to seek their approval.

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A company other than OPC must conduct at least one Annual General Meeting in a financial year. The first AGM of the company, i.e. a newly incorporated company, should be held within nine months from the closing of the first financial year. Hence, the company doesn’t need to hold an AGM in the year of its incorporation. If the company further defaults in holding a meeting in accordance with the directions of the Tribunal, the company and every officer of the company who commits the default shall be punishable with a fine of up to Rs 1 lakh. In case of continuing default, a fine of Rs 5,000 per day is levied for each day during which the default continues.

• Minutes are written in a factual manner which gives the gist of the meeting.
• Instead, a few representatives chosen by shareholders interact with their company’s management.
• Later, section 180 lays down that in case of a decision on adjournment the polling shall be conducted instantaneously once asked for, while in any other cases such polling shall be conducted within forty-eight hours of such demand.

The total number of shares allotted, distinguishing those allotted as fully or partly paid-up otherwise than in cash, the extent to which they are partly paid up and the consideration for which they have been allotted. There in an old proverb that „Two heads are always better than one”. When two or more than two persons come together to discuss matters of common interest, there is said to be a meeting. It follows that to constitute a meeting there must be two or more persons.

What is Annual General Meeting(AGM)

These conferences are labeled every so often in which the interests of debenture holders are needed at time of reconstruction, reorganization, amalgamation or even winding up of the business. The Board of Directors could create certain committees and also hand over several of its runs to them. The delegation of powers to such committees is being authorised by the Articles of Association and also must be governed by the provisions of the Companies Act.

If the member prescribes a mode of delivery of the documents, then the documents should be delivered to him through that mode. The cost of delivery is to be paid by the member in an annual general meeting for the prescribed mode of delivery. In case, the chairperson is not available then, the meeting is to be preceded by the Managing Director.

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If the quorum is achieved, the meeting may commence and all the voting and passing of resolutions during the meeting should be in conformation with the rules under the Companies Act and it should be accurately recorded in the minutes of the meeting. If the meeting is not conducted in accordance with the rules of the Companies Act, then the directors of the company will be held responsible and be liable for a fine. Section 186 of the Companies Act, Company Law Board has the power to call an extraordinary general meeting but not an annual general meeting. Shareholders of the company are empowered to convene a meeting within 3 months if it is not convened within 21 days of requisition by the Company Law Board.

• The meetings hence hold a important place in a company’s business cycle it helps to communicate the goals of the company to its shareholders.
• For the final order to be effectual, it has to be submitted to the registrar.
• When the meeting of a particular class of shareholders takes place such as preference shareholder meeting, it is known as class meeting.

Lastly, AGM rules can be tweaked for charitable or non-profit companies which are registered under Section 8 of The Companies Act . These organisations do not pay any dividends and deal mostly in science, environmental causes, arts, sciences, and sports. It is a legal term that essentially mandates the minimum number of representatives from both sides without which a meeting cannot begin. There are separate provisions for the first Annual General Meeting of a Limited company and its subsequent ones.

They state the events that took place and the resolutions passed in the AGM. The members of the company are entitled to attend and vote at the AGM. Members can cast their votes by a physical ballot or postal ballot or through e-voting. Members can appoint proxies to attend an AGM and vote on their behalf. The proxy should be appointed in writing, and the proxy form should be signed by the member.

An AGM can be called at a notice period shorter than 21 days if at least 95% of the members entitled to vote in the meeting agree to the shorter notice. Its first annual general meeting is required to be held within 18 months from the incorporation, i.e. up to March 1996 and if such a meeting is held within this period, no other meeting will be necessary either for 1995 or 1996. Shareholders who attend an AGM are able to vote on matters that relate to their shares. If a resolution is passed by a majority of votes cast at the AGM, it becomes binding on the company. A minimum number of 4 meetings of its board of directors is required to be held every year in such a manner that not more than 120 days shall intervene between two consecutive meetings of the Board. The Board Meeting is a meeting of a company’s board of directors, held usually at certain times of the year to discuss company-wide policies or issues.

Subject to the exception of incorporation, there shouldn’t be a gap of more than 15 months between two annual general meetings. Except for in the case of the first annual general meeting, the Registrar has the power to extend the annual general meeting for a time period which should not be more than 3 months. A notice must be given for annual general meeting specifying details such as date, place of the meeting.

The provisions related to a minimum number of board meetings apply to a company licensed under section 8 company only to the extent that the board of directors of such companies shall hold at least one meeting within every 6 calendar months. The board meeting in a company is a formal meeting of the directors of the company called to debate certain issues and problems and to make decisions to run the company smoothly in order to achieve the desired goals and objectives set. A board meeting is organized to solve some special issues, taking important decisions, or to make new policies, monitor the progress, taking note of the compliances and such other matters. No doubt planning a board meeting require a meticulous detailed preparation than the usual company / corporate events which are attended by the directors and at times, invites / experts called for the meeting for specific purposes. All the matters of the company have to be decided by the members of the company. The discussions which take place in order to decide on the matters of the company are known as meetings of the company.

A certified exact copy of the board resolution has to be provided along with Form GNL-1 as an attachment. The exact cause for not holding AGM within the stipulated date and other important data has to be provided in Form GNL-1. File Form GNL-1 with the Registrar of Companies where the company is registered.

As per S.167 of companies act if the company doesn’t organize an annual general meeting and subsequently a company member files an application for the issue, the regional director of the company law board can call for meeting and that can be counted as an annual general meeting. If the guidelines aren’t followed a fine can be imposed upon every responsible officer of the company, and the time frame for notice to call for the meeting is 21 days, but with the agreement of members who are entitled to vote the notice can be of shorter duration. A resolution can be defined as a decision which is taken by limited company directors or shareholders and is legally binding. A resolution can be passed by the members of the meeting if a majority of votes are received in favour of the resolution. There are three kinds of resolutions namely, ordinary resolutions, special resolutions and written resolutions. The postal ballot can be used for voting in meetings except for when the poll is for deciding on ordinary business or in a case where a business in which it is important to attend and hear directors or auditors in the meeting.

Every company must in each year hold in addition to any other meeting a general meeting, as its annual general meeting and must specify the meeting as such in the notices calling it [Section 166 ]. The annual general meeting is to be held in addition to any other general meeting that might have been held in a year. It appears that holding of an annual general meeting in every calender year is a statutory necessity.

A public business that had been registered as a private business earlier. In order to Convene a meeting, 2 or maybe more individuals must be present. Nevertheless, you will find specific circumstances where one person is able to constitute a legitimate meeting.

In case, a company accidentally fails to serve a notice to a person who is entitled to receive it, the meeting would not be considered invalid. All the members of the meeting are entitled to vote in the matters raised in the meeting. The matters which are taken up to be discussed in an annual general meeting are known as ordinary business.

The Group’s Chief https://1investing.in/ Officer serves as the secretary of the meetings. All the members of the Board and the Chief Executive Officer of the company are entitled to attend meetings of the audit committee. It is the Audit Committee’s responsibility to prepare a schedule for an annual meeting.