293x Filetype PPTX File size 0.09 MB Source: marwaricollege.ac.in
II. Board Meetings-
The directors of a company exercise most of their powers in a joint
meeting called the meeting of the Board. Section 173 of
Companies’ act 2013[xiii] provide for meeting of board of directors
where they exercise their powers and functions. This is to ensure
that board of directors supervise the company efficiently.
First board meeting – The first meeting should be held within 30
days of the incorporation of the company. The board of directors
use their expertise and knowledge and discuss strategies to run the
company.
Time and due date – In a year not less than 4 meetings are to be
held and not more than 4 months should pass between two
meetings. In other words, every board meeting has to be held
within 3 months to complete the required provision.
2
Presence of directors – The directors are not required to physically
present in every meeting, they can be present through other video
or audio means. But there may be certain matters which cannot be
discussed through video conferencing or audio visual means and in
such cases central government may prohibit the use of the same.
Also a director can only remain absent if granted permission by the
chairman.
Notice- Every director has to be pre notified about the meeting at
his registered address and notice should be given in not less than 7
days. Moreover the decisions of the meetings are to be notified to
directors who were absent from it. If the person responsible for
notifying defaults from his duty, he is liable to be penalised.
Compliance with the law is ascertained when directors are
notified. [xiv]
3
Quorum[xv]– A definite number of members or directors have to
be present in the meeting according to section 174. The board
meeting is to comprise of 1/3 of total members or two directors
(whatever is feasible).
III. Meetings of the Committees of Directors:
The Board of Directors may form certain committees and delegate
some of its powers to them. These committees should consist of
only directors. The delegation of powers to such committees is to
be authorised by the Articles of Association and should be subject
to the provisions of the Companies Act. In a large company routine
matters like Allotment, Transfer, Finance are handled by sub-
committees of the Board of Directors. The meetings of such
committees are held in the same way as those of Board Meetings.
4
IV. Class Meetings
When the meeting of a particular class of shareholders takes place
such as preference shareholder meeting, it is known as class
meeting. Such a meeting can be attended only by that class of
shareholders. The articles define the procedure for calling such
meeting. Such a meeting is called for the alteration in the rights
and privileges of the shareholders and for the purpose of
conversion of one class of shares into another.
Under the Companies Act, class meetings of various kinds of
shareholders and creditors are required to be held under different
circumstances. Class meetings of the holders of different classes of
shares are to be held if the rights attaching to these shares are to
be varied.
5
V. Meetings of Creditors:
The meetings of creditors are called when the company
proposes to make a scheme for arrangement with its
creditors. Section, 391 to 393 of the Companies Act not only
give powers to the company to compromise with the
creditors but also lay down the procedure of doing so.
Creditor’s meetings- Under section 230[xvi] of the Act,
companies can make arrangements with creditors. Such
arrangements are often discussed in meeting between the
directors, board and creditors. It is known as meeting of
creditors. In some cases the judiciary may also play an
important role in calling meeting of the creditors[xvii].
6
no reviews yet
Please Login to review.