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General meetings including Role of scrutinizers

© Savithri Parekh

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

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.

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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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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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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Continued...

(i) Quorum

(ii) Related party vs Interested director

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Committees

Audit Committee

Nomination and Remuneration Committee

Stakeholders & Relationship Committee

CSR Committee

• Basic provisions relating to meetings

• Rules related to voting

• Who can be a scrutinizer

• Assistance to scrutinisers

• Scrutinizers

– E voting

– Poll process

• E- voting

• Duration of voting

• Gap between voting and general meeting

• Report of scrutiniser

• Book and papers

• General meeting

• Postal ballot

• Facility of voting by electronic means

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

Annual Return ..contd

• Signing and certificate

• Extract of Annual Return

Sec 93-

• changes in Share holding

AGM

• Old Sec 166, Sec 210

• National Holidays, Business hours

• Power to call EGM suo moto, but not AGM

EGM

• Sec 102- Explanatory statement

• Concern or interest of directors, KMP or relatives

• Related Party

• 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

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

Register of Members

• Instruction for sending notices, CIN etc

• Sec 89 (re 187C)

Filing of documents

• Sec 117

• Refer to Sec 179(3), relating to matters within Board’s powers

• Sec 179 (3)(k)

Thank you