Company Law Notes CS Executive

Company Law Notes CS Executive – Chapter-18

MEETINGS OF THE BOARD OF DIRECTORS

First Board Meeting and Frequency of Board Meetings (Section 173)

First Board Meeting (within 30 days)
The first Board meeting should be held within 30 days of the date of incorporation.

Minimum numbers of Board Meetings (Minimum 4 Meetings, Max. 120 days b/w 2 meetings)
In addition to the 1st meeting to be held within 30 days of the date of incorporation, there shall be

  • minimum of 4 Board meetings every year and
  • not more than 120 days shall intervene between two consecutive Board meetings.

Frequency of Board Meetings as per SS1

  • The company shall hold at least 4 Meetings of its Board in each Calendar Year with a maximum interval of 120 days between any two consecutive Meetings.
  • The company shall hold 1st Meeting of its Board within 30 days of the date of incorporation. It shall be sufficient if subsequent Meetings are held with a maximum interval of 120 days between any two consecutive Meetings.

In case of One Person Company (OPC), small company, dormant company and a private company (if such private company is a start-up)
At least one Board meeting should be conducted in each half of the calendar year and the gap between two meetings should not be less than 90 days.

However, this provision would not apply to a one person company in which there is only one director on its Board.

In case of Section 8 Company (2 Meetings)
Board of Directors shall hold at least one meeting in every six calendar months.

Meetings of Committees of Board of Directors

Regulation of Table F to Schedule I of the Companies Act, 2013

Committees of Board of Directors [Regulation 71] 
(1) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members of its body as it thinks fit;
(2) Any committee so formed shall in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board.

For transacting business of the company, the committee meetings can be conducted in accordance with Regulations 72 to 75 of Table F to Schedule I of the Act or other corresponding provisions of the company’s articles.

Chairman of the Meeting [Regulation 72]
(1) A committee may elect a chairman of its meetings.
(2) If no such chairman is elected, or if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the meeting, the members present may choose one of their member to be chairman of the meeting.

Frequency of Meeting and Manner in which matters shall be resolved [Regulation 73]
(1) A committee may meet and adjourn as it thinks proper.
(2)Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present and in case of an equality of votes, the chairman shall have a second or casting vote.

Resolution in writing [Regulation 75]
Save as otherwise expressly provided in the Act, a resolution in writing by all the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or Committee, shall be as valid and effectual as if it had been passed at a meeting of the Board or Committee, duly convened and held.

Meeting of Committee as per SS1
According to SS-1 (Secretarial Standard on Board Meetings) Committees shall meet as often as necessary subject to the minimum number and frequency prescribed by any law or any authority or as stipulated by the Board.

Meeting of Independent Directors as per SS1
According to SS-1, where a company is required to appoint Independent Directors under the Act, such Independent Directors shall meet at least once in a Calendar Year.

Notice of Board Meetings

Length of Notice of Meetings of Board of Directors (7 Days)
Not less than 7 days’ notice in writing shall be given to every director at the registered address as available with the company. The notice can be given by hand delivery or by post or by electronic means.

Notice of adjourned meeting
Notice of an adjourned Meeting shall be given to all Directors including those who did not attend the Meeting on the originally convened date and unless the date of adjourned Meeting is decided at the Meeting, Notice thereof shall also be given not less than 7 days before the Meeting.

According to SS-1,

  • A notice in writing of every Meeting shall be given to every Director by hand or by speed post or by registered post or by facsimile or by e-mail or by any other electronic means.
  • It will not be given by ordinary post.
  • The notice shall contain contact number or e-mail address(es) of the chairman or the company secretary or any other person authorised by the Board, to whom the Director shall confirm in this regard.
  • In case the company sends the Notice by speed post or by registered post or by courier, an additional two days shall be added for the service of Notice.

Points to Note:

  • The Notice shall be sent to the postal address or e-mail address, registered by the Director with the company or in the absence of such details or any change thereto, any of such addresses appearing in the Director Identification Number (DIN) registration of the Director.
  • Where a Director specifies a particular means of delivery of Notice, the Notice shall be given to him by such means.
  • Proof of sending Notice and its delivery shall be maintained by the company for such period as decided by the Board, which shall not be less than three years from the date of the Meeting.
  • Notice shall be issued by the Company Secretary or where there is no Company Secretary, any Director or any other person authorised by the Board for the purpose.
  • The Notice shall specify the serial number, day, date, time and full address of the venue of the Meeting.
  • The Notice shall inform the Directors about the option available to them to participate through Electronic Mode and provide them all the necessary information.
  • The Notice of a Meeting shall be given even if Meetings are held on pre-determined dates or at predetermined intervals.
  • If notice of meeting is not given to one of its directors, meeting of board of directors is invalid and resolution passed at such meeting are inoperative. [Parmeshwari Prasad Gupta v Union of India]

Meeting at Shorter Notice (At least 1 independent director required)

  • If Board meeting is called at shorter notice, at least one independent director shall be present at the meeting.
  • If he is not present, then decision of the meeting shall be circulated to all directors and it shall be final only after ratification of decision by at least one Independent Director.
  • If no independent director in company
    According to SS 1, if company does not have an Independent Director, the decisions shall be final
    • only on ratification thereof by a majority of the Directors of the company, or
    • if such decision were approved at the Meeting itself by a majority of Directors of the company.

Agenda of Board Meetings

  • The Act does not prescribe requirements of Agenda.
  • But According to SS-1 Company shall circulate Agenda of Board Meeting, setting out the business to be transacted at the Meeting, and Notes on Agenda to the Directors at least 7 days before the date of the Meeting, unless the Articles prescribe a longer period.
  • If notes on items of business are of the nature of Unpublished Price Sensitive Information, such agenda may be given at a shorter period, with the consent of a majority of the Directors, which shall include at least one Independent Director, if any.
  • Proof of sending Agenda and Notes on Agenda and their delivery shall be maintained by the company for such period as decided by the Board, which shall not be less than three years from the date of the Meeting.
  • The Notice, Agenda and Notes on Agenda shall be sent to the Original Director also at the address registered with the company, even if these have been sent to the Alternate Director.
  • Each item of business requiring approval at the Meeting shall be supported by a note setting out the details of the proposal, relevant material facts that enable the Directors to understand the meaning, scope and implications of the proposal and the nature of concern or interest, if any, of any Director in the proposal, which the Director had earlier disclosed.
  • Each item of business to be taken up at the Meeting shall be serially numbered.
  • Any item not included in the Agenda may be taken up for consideration with the permission of the Chairman and with the consent of a majority of the Directors present in the Meeting.

“Unpublished Price Sensitive Information” means any information, relating to a company or its securities, directly or indirectly, that is not generally available, which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following: –

  1.  financial results;
  2. dividends;
  3. change in capital structure;
  4. mergers, de-mergers, acquisitions, delistings, disposals and expansion of business and such other transactions;
  5. changes in key managerial personnel; and
  6. material events in accordance with the listing agreement

Penalty
Every officer of the company who is duty bound to give notice under section 173, if fails to do so shall be liable to a penalty of Rs. 25,000.

Quorum for Board Meetings (Section 174)

Quorum for a Board Meeting shall be 
– One third of total strength or
– two directors,
whichever is higher

For the purpose of determining the quorum, the participation by a director through Video Conferencing or other audio visual means shall also be counted.

Note:

  • If due to resignations or removal of director(s), the number of directors of the company is reduced below the quorum as fixed by the Act, then, the continuing Directors may act for the purpose of increasing the number of Directors to that required for the quorum or for summoning a general meeting of the Company. It shall not act for any other purpose.
  • If at any time the number of interested directors exceeds or is equal to two-thirds of the total strength of the Board of directors, the number of directors who are not interested and present at the meeting, being not less than two, shall be the quorum during such time.
    • In case of Private Company, interested director may also be counted towards quoram in such meeting after disclosure of his interest pursuant to section 184.
  • If a meeting is adjourned due to want of quorum, such meeting shall be held to the same day at the same time and place in the next week or if the day is National Holiday, the next working day at the same time and place.
  • Quorum shall be present not only at the time of commencement of the Meeting but also while transacting business.
  • Act lays down only minimum number of to form a quorum, company by its articles can provide for a higher number of quorum
  • In case of listed entities the quorum for every meeting of the board of directors of the top 1000 listed entities with effect from April 1, 2019 and of the top 2000 listed entities with effect from April 1, 2020 shall be one-third of its total strength or three directors, whichever is higher, including at least one independent director (Notification issued by SEBI). The top 1000 and 2000 entities shall be determined on the basis of market capitalisation, as at the end of the immediate previous financial year.
  • For the purpose of this section any fraction of a number shall be rounded off as one;

Note

    • In case of Section 8 companies the quorum for the board meetings shall be either 8 members or 25% of its total strength whichever is less. However, the quorum shall not be less than two members.

According to SS-1, the Chairman may, unless dissented to or objected by the majority of Directors present at a Meeting at which a Quorum is present, adjourn the Meeting for any reason, at any stage of the Meeting

Attendance Registers (as per SS-1)

  • Every company shall maintain separate attendance registers for the meetings of the Board and meetings of the committee.
  • The pages of the respective attendance registers shall be serially numbered.
  • If an attendance register is maintained in loose leaf form, it shall be bound periodically depending on the size and volume (atleast once is every 3 years).
  • The attendance register shall be maintained at the Registered Office of the company or such other place as may be approved by the Board, but it may be taken to any place where a Meeting of the Board or Committee is held.
  • The attendance register is open for inspection by the Directors. Even after a person ceases to be a Director, he shall be entitled to inspect the attendance register of the Meetings held during the period of his Directorship.
  • The attendance register shall contain the following particulars:
    • serial number and date of the Meeting;
    • in case of a Committee Meeting name of the Committee;
    • place of the Meeting;
    • time of the Meeting;
    • names and signatures of the Directors, the Company Secretary and also of persons attending the Meeting by invitation and their mode of presence, if participating through Electronic Mode.
  • The attendance register shall be deemed to have been signed by the Directors participating through Electronic Mode, if their attendance is recorded in the attendance register and authenticated by the Company Secretary or where there is no Company Secretary, by the Chairman or by any other Director present at the Meeting, if so authorised by the Chairman and the fact of such participation is also recorded in the Minutes.

The attendance register shall be preserved for a period of at least 8 financial years from the date of last entry made therein and may be destroyed thereafter with the approval of the Board. It shall be in the custody of the Company Secretary.

Leave of Absence
Leave of absence shall be granted to a director only when a request for such leave has been received by the company secretary or by the Chairman. The office of a director shall become vacant in case the director absents himself from all the meetings of the Board held during a period of 12 months with or without seeking leave of absence of the Board

Chairman of the meeting of the Board/Committee
The Chairman of the Company shall be the chairman of the Board. If the company does not have a Chairman, the Directors may elect one of themselves to be the chairman of the Board.

Passing of Resolution by Circulation (Section 175)
A company may pass the resolutions through circulation. The resolution in draft form together with the necessary papers may be circulated to all the directors or members of committee at their address registered with the company in India by hand or by speed post or through electronic means which may include e-mail or fax.

The said resolution must be passed by majority of directors or members entitled to vote. If more than one third of directors require that the resolution must be decided at the meeting, the chairperson shall put the resolution to be decided at the meeting. The resolution passed through circulation be noted at a subsequent meeting and made part of the minutes of such meeting.

Provisions as per SS-1

  • Each business proposed to be passed by way of resolution by circulation shall be explained by a note setting out details of the proposal, relevant material facts that enable the directors to understand the meaning, scope and implications of the proposal, the nature of concern of interest, if any, of any director in the proposal, which the director had earlier disclosed and the draft of the resolution proposed.
  • Each resolution shall be separately explained. The decision of the directors shall be sought for each resolution separately.
  • Not more than 7 days from the date of circulation of the draft of the resolution shall be given to the directors to respond and the last date shall be computed accordingly.
  • Passing of resolution by circulation shall be considered valid as if it had been passed at a duly convened meeting of the Board. This shall not dispense with the requirement for the Board to meet at the specified frequency.

The Resolution, if passed, shall be deemed to have been passed on the earlier of:

  • the last date specified for signifying assent or dissent by the Directors, or
  • the date on which assent has been received from the required majority, provided that on that date the number of Directors, who have not yet responded on the resolution under circulation, along with the Directors who have expressed their desire that the resolution under circulation be decided at a Meeting of the Board, shall not be one third or more of the total number of Directors;

and shall be effective from that date, if no other effective date is specified in such Resolution.

Resolutions passed by circulation shall be noted at a subsequent Meeting of the Board and the text thereof with dissent or abstention, if any, shall be recorded in the Minutes of such Meeting

Minutes of Meeting [Section 118]
Every company shall prepare, sign and keep minutes of proceedings of every general meeting, including the meeting called by the requisitionists and all proceedings of meeting of any class of shareholders or creditors or Board of Directors or committee of the Board and also resolution passed by postal ballot within 30 days of the conclusion of every such meeting concerned.

In case of meeting of Board of Directors or of a committee of Board, the minutes shall contain name of the directors present and also name of dissenting director or a director who has not concurred the resolution.

The Chairman shall exercise his absolute discretion in respect of inclusion or non-inclusion of the matters which is regarded as defamatory of any person, irrelevant or detrimental to company’s interest in the minutes. Minutes kept shall be evidence of the proceedings recorded in a meeting.
A distinct minute book shall be maintained for each type of meeting namely:

  1. general meetings of the members;
  2. meetings of the creditors;
  3. meetings of the Board; and
  4. meetings of the committees of the Board

Board Meeting through video conferencing or other audio visual means

The participation of directors in a meeting of the Board may be either in person or through video conferencing or other audio visual means, which are capable of recording and recognising the participation of the directors and of recording and storing the proceedings of such meetings along with date and time:

Central Government may specify the matters which shall not be dealt with in a meeting through video conferencing or other audio visual means.

Where there is quorum in a meeting through physical presence of directors, any other director may participate through video conferencing or other audio visual means in such meeting on any matter specified under the first proviso.

According to Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014, for convening and conducting Board meetings through video conferencing or other audio visual means, following shall be complied with:

1Necessary Arrangements:
Every Company shall make necessary arrangements to avoid failure of video or audio visual connection.
2Due and Reasonable Care by Chairperson of the meeting and the company secretary
The Chairperson of the meeting and the company secretary, if any, shall take due and reasonable care:
 aof sufficient security and identification procedures;
bof equipment
cto record the proceedings and prepare the minutes of the meeting;
dto store for safekeeping and marking the tape recording(s) or other electronic recording mechanism as part of the records of the company at least before the time of completion of audit of that particular year
eto ensure that no person other than the concerned director are attending or have access to the proceedings of the meeting through video conferencing mode or other audio visual means;
3Option to participate through video conferencing mode or other audio visual means
 aThe notice of the meeting shall inform the directors regarding the option available to them to participate through video conferencing mode or other audio visual means.
bA director intending to participate through video conferencing mode or audio visual means shall communicate his intention to the Chairman or the company secretary of the company.
cThe director, who desire, to participate may intimate his intention of participation through the electronic mode at the beginning of the calendar year and such declaration shall be valid for one calendar year.
dIn the absence of any such intimation from the director, it shall be assumed that the director will attend the meeting in person.
4Roll Call by Chairman at the commencement of the meeting
At the commencement of the meeting, a roll call shall be taken by the Chairperson when every director participating through video conferencing or other audio visual means shall state, for the record, the following namely:
 aname;
bthe location from where he is participating;
cthat he can completely and clearly see, hear and communicate with the other participants;
dthat he has received the agenda and all the relevant material for the meeting; and
e

that no one other than the concerned director is attending or having access to the proceedings of the meeting at the location mentioned in (b) above

Note:

  • Director participating in a meeting through video conferencing or other audio visual means shall be counted for the purpose of quorum.
  • The roll call shall also be made at the conclusion of the meeting and at the re-commencement of the meeting after every break to confirm the presence of a quorum throughout the meeting.
5Statutory Registers
Where registers are required to be signed by the directors in the Board Meeting, the same shall be deemed to have been signed by the directors participating through electronic mode if they have given their consent to this effect and it is so recorded in the minutes of the meeting.
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Minutes of the Meeting

  • The draft minutes of the meeting shall be circulated among all the directors within 15 days of the meeting either in writing or in electronic mode as may be decided by the Board.
  • Every director who attended the meeting, whether personally or through video conferencing or other audio visual means, shall confirm or give his comments, about the accuracy of recording of the proceedings of that particular meeting in the draft minutes, within 7 days or some reasonable time as decided by the Board, after receipt of the draft minutes failing which his approval shall be presumed.
  • After completion of the meeting, the minutes shall be entered in the minute book as specified under section 118 of the Act and signed by the Chairperson.

Matters not to be dealt with in a Meeting through Video Conferencing or other Audio Visual Means [Rule 4]

  1. the approval of the annual financial statements;
  2. the approval of the Board’s report;
  3. the approval of the prospectus;
  4. the Audit Committee Meetings for consideration of financial statement including consolidated financial statement, if any, to be approved by the Board; and
  5. the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.

Provided further that where there is quorum in a meeting through physical presence of directors, any other director may participate through video conferencing or other audio visual means in such meeting on any matter specified above.

For the period beginning from the commencement of the Companies (Meetings of Board and its Powers) Amendment Rules, 2020 and ending on the 30th June 2021, the meetings on matters referred to in sub-rule (1) may be held through video conferencing or other audio visual means in accordance with rule 3.

Rule 4 Omitted by the Companies (Meetings of Board and its Powers) Amendment Rules, 2021. Dated 15th June 2021

Provisions as per SS-1 w.r.t Minutes of Board Meeting

Every company shall keep Minutes of all Board and Committee Meetings in a Minutes Book. Minutes kept in accordance with the provisions of the Act evidence the proceedings recorded therein. Minutes help in understanding the deliberations and decisions taken at the Meeting.

1Minutes shall be recorded in books maintained for that purpose. A distinct Minutes Book shall be maintained for Meetings of the Board and each of its Committees. Company may maintain its Minutes in physical or in electronic form. The pages of the Minutes Books shall be consecutively numbered.
2Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner. Minutes Books, if maintained in loose-leaf form, shall be bound periodically depending on the size and volume and coinciding with one or more financial years of the company.
3Minutes Books shall be kept at the Registered Office of the company or at such other place as may be approved by the Board
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Contents of Minutes

General Contents

 aMinutes shall state, at the beginning the serial number and type of the Meeting, name of the company, day, date, venue and time of commencement of the Meeting;
bMinutes shall record the names of the Directors present physically or through Electronic Mode, the Company Secretary who is in attendance at the Meeting and Invitees, if any, including Invitees for specific items;
cMinutes shall contain a record of all appointments made at the Meeting;

Specific Contents

 aThe name(s) of Directors present and their mode of attendance, if through Electronic Mode.
bIn case of a Director participating through Electronic Mode, his particulars, the location from where he participated and wherever required, his consent to sign the statutory registers placed at the Meeting.
cThe name of Company Secretary who is in attendance and Invitees, if any, for specific items and mode of their attendance if through Electronic Mode
dRecord of election, if any, of the Chairman of the Meeting.
eThe names of Directors who sought and were granted leave of absence.
fNoting of the Minutes of the preceding Meeting.
gNoting the Minutes of the Meetings of the Committees
hThe text of the Resolution(s) passed by circulation since the last Meeting, including dissent or abstention, if any
iRecord of presence of Quorum.
 jThe fact that an Interested Director did not participate in the discussions and did not vote on item of business in which he was interested and in case of a related party transaction such director was not present in the meeting during discussions and voting on such item.
kThe views of the Directors particularly the Independent Director, if specifically insisted upon by such Directors, provided these, in the opinion of the Chairman, are not defamatory of any person, not irrelevant or immaterial to the proceedings or not detrimental to the interests of the company.
lIf any Director has participated only for a part of the Meeting, the Agenda items in which he did not participate
mThe fact of the dissent and the name of the Director who dissented from the Resolution or abstained from voting thereon.
nRatification by Independent Director or majority of Directors, as the case may be, in case of Meetings held at a shorter Notice.
oConsideration of any item other than those included in the Agenda with the consent of majority of the Directors present at the Meeting and ratification of the decision taken in respect of such item by a majority of Directors of the company
pThe time of commencement and conclusion of the Meeting.
5Apart from the Resolution or the decision, Minutes shall mention the brief background of all proposals and summarise the deliberations thereof. In case of major decisions, the rationale thereof shall also be mentioned.
6Minutes shall contain a fair and correct summary of the proceedings of the Meeting.
7Minutes shall be written in clear, concise and plain language.
8Where any earlier Resolution(s) or decision is superseded or modified, Minutes shall contain a specific reference to such earlier Resolution(s) or decision or state that the Resolution is in supersession of all earlier Resolutions passed in that regard.
9Minutes of the preceding Meeting shall be noted at a Meeting of the Board held immediately following the date of entry of such Minutes in the Minutes Book.
10Finalization of Minutes – Within 15 days from the date of the conclusion of the Meeting of the Board or the Committee, the draft Minutes thereof shall be circulated by hand or by speed post or by registered post or by courier or by e-mail or by any other recognised electronic means to all the members of the Board or the Committee, as on the date of the Meeting, for their comments
11Minutes shall be entered in the Minutes Book within 30 days from the date of conclusion of the Meeting.
12The date of entry of the Minutes in the Minutes Book shall be recorded by the Company Secretary.
13Minutes, once entered in the Minutes Book, shall not be altered. Any alteration in the Minutes as entered shall be made only by way of express approval of the Board at its subsequent Meeting at which the Minutes are noted by the Board and the fact of such alteration shall be recorded in the Minutes of such subsequent Meeting.
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Signing and Dating of Minutes

  • Minutes of the Meeting of the Board shall be signed and dated by the Chairman of the Meeting or by the Chairman of the next Meeting.
  • Minutes, once signed by the Chairman, shall not be altered, save as mentioned in this Standard.
  • The Chairman shall initial each page of the Minutes, sign the last page and append to such signature the date on which and the place where he has signed the Minutes.
15Within 15 days of signing of the Minutes, a copy of the said signed Minutes, certified by the Company Secretary or where there is no Company Secretary by any Director authorised by the Board, shall be circulated to all the Directors, as on the date of the Meeting and appointed thereafter, except to those Directors who have waived their right to receive the same either in writing or such waiver is recorded in the Minutes.
16The Minutes of Meetings of the Board and any Committee thereof can be inspected by the Directors. Extracts of the Minutes shall be given only after the Minutes have been duly entered in the Minutes Book. However, certified copies of any Resolution passed at a Meeting may be issued even earlier, if the text of that Resolution had been placed at the Meeting.
17Minutes of all Meetings shall be preserved permanently in physical or in electronic form with Timestamp. Minutes Books shall be in the custody of the Company Secretary

Meetings of the Board – SEBI (LODR) Regulations, 2015 Regulation 29

The listed entity shall give prior intimation to stock exchange about the meeting of the board of directors in which any of the following proposals is due to be considered:

  • financial results, viz., quarterly, half yearly, or annual, as the case may be;
  • proposal for buyback of securities;
  • proposal for voluntary delisting by the listed entity from the stock exchange(s);
  • fund raising by way of further public offer, rights issue, American Depository Receipts/Global Depository Receipts/Foreign Currency Convertible Bonds, qualified institutions placement, debt issue, preferential issue or any other method and for determination of issue price.
  • declaration/ recommendation of dividend, issue of convertible securities including convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of dividend.
  • the proposal for declaration of bonus securities

The intimation required above, shall be given at least two working days in advance, excluding the date of the intimation and date of the meeting.

Intimation regarding financial results, viz., quarterly, half yearly, or annual, as the case may be, to be discussed at the meeting of board of directors shall be given at least 5 days in advance (excluding the date of the intimation and date of the meeting), and such intimation shall include the date of such meeting of board of directors.

The listed entity shall give intimation to the stock exchange(s) at least 11 working days before any of the following proposal is placed before the board of directors –

  • any alteration in the form or nature of any of its securities that are listed on the stock exchange or in the rights or privileges of the holders thereof.
  • any alteration in the date on which, the interest on debentures or bonds, or the redemption amount of redeemable shares or of debenture.

Specimen Notice of the Board Meeting

To,

Mr./ Ms. …………………..(Director Name)

……………………………..(Address)

Dear Sir/Madam,

Notice is hereby given that a meeting of the Board of Directors of the Company / (Name of the Committee meeting) of the members will be held on ….. day, the …..(Date), ……..(Month), …….. (year) at ……. (time) at the ………. (Registered Office/Corporate Office) of the Company at ……………. (Address). The Agenda of the Business to be transacted at the meeting is enclosed herewith.

You are requested to make it convenient to attend the meeting.

For …………………….. (Name of the Company) 

Sd/-

 
…………………………….. (Name)Place: ………………………
……………………………. (Designation)Date: ……………………..

Sample Important Agenda Items for Board Meeting

Item No. Particulars
1 To grant leave of absence, if any.
2 Appointment of Chairman of the Meeting
3 To take note of minutes of last Board/ Committee Meeting held in a financial year.
4 To take note of Disclosure of Interest by Directors pursuant to sect 184(1).
5 To take note of Declaration given by Independent Director to meets the criteria of Independence under section149(7) of Companies Act, 2013
6 To consider and approve policy (Name of the Policy)
7 To consider the matter of Non-acceptance of Public Deposits.
8 To take note of statement containing investor complaint under regulation 13(3) of SEBI (LODR) Regulations, 2015.
9 To take note of Compliance Report on corporate governance under regulation 27(2) of SEBI (LODR) Regulations, 2015.
10 Appointment of Secretarial Auditor of the Company for the financial year ………………….
11 Appointment of Internal Auditor of the Company for the financial year ………………….. (if applicable)
12 To Approve & consider Audited Financial Statements for the year ended ………………….
13 To Take note of Statutory Auditors Report on the Financial Statements of the Company for the year ended 31st March …………
14 Any other item(s) with the permission of Chair.

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