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Published byDwayne Berry Modified over 9 years ago
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1 General meetings including Role of scrutinizers © Savithri Parekh
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Table of Contents:- Board of Directors Meetings Quorum physical meting Vs through video conferencing Circular resolution actions not invalidated due to defect in appointment Constitution of board falling below statutory minimum
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THE BOARD (Section 149) The Board shall consist of individuals A public company shall have minimum three directors and private company two. All companies may have maximum fifteen directors. However, a company may appoint more than fifteen directors after passing a special resolution.
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Liability: An independent director shall be held liable only in respect of such acts of omission or commission by a company which had occurred with his knowledge or connivance or for failure to exercise due diligence in such acts {Section149(12)}
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5 Board Procedures:- a) Exercise of powers by the Board b) Rules relating to conduct of Board Meetings c) Powers of the Board
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6 Board meetings (a) Notice (b) Gap between Board Meetings (c) First Board Meeting (d) Video conferencing permitted (e) Resolutions to be passed (i) at Board Meeting (ii) by Circulation
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7 Continued... (i) Quorum (ii) Related party vs Interested director
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8 Committees Audit Committee Nomination and Remuneration Committee Stakeholders & Relationship Committee CSR Committee
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Basic provisions relating to meetings Rules related to voting Who can be a scrutinizer Assistance to scrutinisers Scrutinizers – E voting – Poll process
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E- voting Duration of voting Gap between voting and general meeting Report of scrutiniser Book and papers
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General meeting Postal ballot Facility of voting by electronic means
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Annual Return To include – Promoters, KMP shareholding and changes – Meeting of members, Board and various committees – Remuneration of directors and KMP – Details of Penalty, compounding, appeal, etc – Certificate of compliance – FII Holding – Other Matters
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Annual Return..contd Signing and certificate Extract of Annual Return
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Sec 93- changes in Share holding
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AGM Old Sec 166, Sec 210 National Holidays, Business hours Power to call EGM suo moto, but not AGM
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EGM Sec 102- Explanatory statement Concern or interest of directors, KMP or relatives Related Party
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Special Business other than – Reappointment of director vs appointment of director in place of those retiring Sec 160 Sec 148 (2) Quorum- 5, 15, 30 Chairman of the meeting Show of hands Poll on election of Chairman
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Proxies Company not having share capital, cannot appoint proxy unless the Articles provide otherwise Central Government Power- Sec 8 company, only a member can be a proxy Limit on proxies - Not more than 50
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Register of Members Instruction for sending notices, CIN etc Sec 89 (re 187C)
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Filing of documents Sec 117 Refer to Sec 179(3), relating to matters within Board’s powers Sec 179 (3)(k)
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Thank you
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