0Board & Its Powers
DIR shall exercise power (conferred by AOA ) bona fide & interest of CO. DIR are not agents of Majority of Members or even all Members & Members cannot by resolution supersede the powers of DIR. & Powers of Management are vested with DIR.
From the Provisions of Sec 179 & restrictions U/ Act / MOA / AOA : power of DIR are co existive w/ tht of CO.
Section 173 --------- Meeting of Board.
First Meeting to be held within 30 days of incorp. (+) every year atleast 4 B/M with not more thn 120days b/w 2 meetings
(SS -1) plus where co incorporated must in 30 days hold B/M and one B/M in each quarter.
In case of Dormant/OPC/Small Co.: At least one B/M every half calendar year with gap b/w 2 meetng not less thn 90 dy
• Sec 8 co to hold 1 b/m every 6 mnths.
NOTICE of B/M:: (application of SS)
Atleast 7 days before meeting (SS – 1 states addntl 2 days for speed post or reg. post) &
If meeting called on SHORT NOTICE than 1 ID to be present, if not present than desicin shall be ratified by ID .
As good governance Agenda shall be sent with Notice 7 days prior.
Requirement & Procedures of convening B/M:: RULE 3 of Co(Meeting of Board & its Powers)rules 2014
Arrangement of A/v conferencing (option available to attend meeting in A/v mode be sent with NOTICE Section173(3).
Dir who opts to attend by A/v mode shall inform CHAIRPRSN of BOD and such option by DIR is valid for 1 year else it is deemed tht every DIR to attend in person.
At commencement of meet chairprsn shall ROLLCALL for record (for DIR participating through A/v) after tht
Chairman or CS shall inform Quorum present and person othwer thn DIR present there w/ permission.
MINUTES to include names of DIR through A/v also.
Within 15 days minutes shall be circulated among all DIR & DIR must approve/comment in 7 days of receipt of same or its deemed to be approved.
After completion minutes to be entered in Minutes book and signed by CHair prsn.
Items not to be dealt with A/v MODE:: Approval of F/s or B/report or Prospectus or matters of amalgamation, merger ,demerger etc.
