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Every company is required to conduct various important type
of meetings, viz., Statutory, Annual General Meetings and Board Meetings. There
are also other types of meetings such as Extraordinary General Meetings,
meetings called by court, etc.
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Board Meetings
should be held at least once in every three months and 4 times in a year.
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Quorum is
one-third of board strength or two, whichever is higher.
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The one-third
directors should be non-interested directors.
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In case of lack
of quorum, the meeting is to be adjourned automatically to the same day in
the next week, at the same time and place, unless that day is a public
holiday, in which case, to the next succeeding working day.
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A Director shall
disclose the nature of his interest in any transaction being considered by the
Board.
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In case of a
public company, interested Director shall not participate in the discussion
relating to transaction in which he is interested nor vote thereon, nor his
presence be counted for quorum for this purpose.
Resolutions
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Unless prohibited
by law, resolutions can also be passed by circulation.
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However,
following resolutions have to be passed only at meetings of the Board (except
those in (iv)-(vi) which can be delegated in the manner prescribed):—
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Making calls on
shares,
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Buy-back of
shares by Board if such buy-back is or less than 10% of the total paid-up
Equity capital and free reserves of the company,
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To issue
debentures,
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To borrow
moneys, otherwise than on debentures,
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To invest the
funds of the company, and
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To make loans
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For public companies, the following powers have to be
exercised on at general meeting:—
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Power to sell,
lease or dispose of the whole or substantially the whole of any undertaking
of the company.
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Power to remit
or give time for repayment of any debt of a director.
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Invest other
than in trust securities proceedings of any undertaking compulsorily
acquired.
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Borrow moneys
where borrowings cumulatively exceed the total of paid-up capital and free
reserves.
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Contribute to
charitable and other funds of an amount exceeding Rs. 50,000 or 5% of its
average net profits of last 3 years, whichever is higher.
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