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
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)}
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
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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
• 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
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