MEETINGS OF THE BOARD & COMMITTEES

MEETINGS OF THE BOARD:

1.

Frequency of Meeting:
First Meeting: First Meeting of Board of Directors within 30 (Thirty) days from the date
of Incorporation of company.
Subsequent Meetings:
One person Company, Small company and Dormant company:
At least one meeting of Board of directors in each half of calendar year
Minimum Gap B/W two meetings at least 90 days.
Other than Companies mentioned above:
Minimum No. of 4 meetings of Board of Director in a calendar year
Maximum Gap B/W two meetings should not be more the 120 days.

2.

Calling of Meeting: Meeting of Board of Director should be called by giving 7 days notice to
Directors at his registered address through:
By hand delivery
By post
By Electronic means
Meeting at shorter Notice: A meeting of Board of Directors can be called by shorter notice
subject to the conditions:
If the company is require to have independent director:
- Presence of at least one Independent director is required.
- In case of absence, decision taken at such meeting shall be circulated to all the
directors, and
- shall be final only on ratification thereof by at least one Independent Director
If the company doesnt require to have independent director: The meeting can be
called at a shorter notice without any conditions to be complied with.

3.

Quorum of Board Meeting:

1/3 rd of total strength OR 2 (Two) Directors, whichever is higher.
Where meeting of Board could not be held for want of quorum, the meeting shall
automatically adjourn to same time, same place at next week (Not being national holiday).
If number of directors reduced below quorum, then the remaining directors may hold the
meeting for the following purposes:
To call a General meeting
Increase the number of directors.

Quorum in case of Interested Directors:

If interested director exceed or equal to 2/3 of total strength the remaining
directors not being less than 2 (two) shall be the quorum.

Note:
1. Total strength shall not include directors whose places are vacant.
2. Interested director means, a director interested in accordance with section 184(2).
3. Director participating in a meeting through video conferencing or other audio visual means shall be
counted for the purpose of quorum, unless he is to be excluded for any items of business under any
provisions of the Act or the rules.
4. OPC Having One Director: Provision of Section 173 and 174 shall not apply to an OPC having one
director.
4. Participation of Directors in Board Meetings: directors may, apart from attending the meeting
physically, participate in the meeting by way of video conferencing & other audio visual means.

Matter which cant be dealt at a meeting held though Video conferencing:

Approval of the annual financial statements;
Approval of the Boards report;
Approval of the prospectus;
Audit Committee Meetings for consideration of accounts; and
Approval of the matter relating to amalgamation, merger, demerger, acquisition
and takeover.

Procedure for conducting of meeting through Video Conferencing:

Requirements before Meeting:
The notice of the meeting shall, inform regarding the option available to
participate through video conferencing mode and provide all the necessary
information to enable the directors to participate through video conferencing.
A director intending to participate through video conferencing or audio visual
means shall communicate prior intimation sufficiently in advance to the
Chairperson or the company secretary of the company, so that company is able to
make suitable arrangements in this behalf.
Alternatively a director may intimate at the beginning of the calendar year his desire,

to participate through the electronic mode, which shall be valid for that calendar year.
Duties of
COMPANY: to make necessary arrangements to avoid failure of video or audio

visual Connection.
CHAIRMAN & COMPANY SECRETARY:
(I) To safeguard the integrity of the meeting by ensuring sufficient security and
Identification procedures;
(II) To ensure availability of proper equipment or facilities for providing
transmission of the communications for effective participation at the Board

meeting;
Requirement during the Meeting:
The Chairperson shall take a roll call where every director participating through
video conferencing shall state Name, Location, confirmation of receipt of agenda
and non-presence of any person other than the concerned director.
Chairperson or Company Secretary shall, inform the Board about persons other
than the directors who are present for the said meeting with the request of the
chair and confirm the presence of quorum.

Every participant shall identify himself for the record before speaking on any
item of business on the agenda.
If a motion is objected to and there is a need to put it to vote, the Chairperson
shall call the roll and note the vote of each director.
At the end of discussion on each agenda item, the Chairperson of the meeting
shall announce the summary of the decision taken on such item along with
names of the directors, if any, who dissented from the decision taken by
majority.
PLACING & SIGNING OF STATUTORY REGISTERS: The statutory registers which
are required to be placed in the meeting shall be placed at the scheduled venue
and where registers are required to be signed by the directors, the same shall be
deemed to have been signed by the directors participating through electronic
mode, if they have given their consent to this effect and it is so recorded in the
minutes of the meeting.
Post Meetings Requirements:
The minutes shall disclose the particulars of the directors who attended the
meeting through video conferencing.
CIRCULATION OF DRAFT MINUTES & COMMENTS THEREON: The draft minutes
shall be circulated among all the directors within fifteen days of the meeting
either in writing or in electronic means.
Every director who attended the meeting shall confirm or give his comments in
writing, about the accuracy of recording of the proceedings of the meeting in the
draft minutes, within seven days or some reasonable time as decided by the
Board. If no confirmation or comments received within the stipulated period,
approval shall be presumed.
DUTIES OF COMPANY SECRETARY: To record proceedings and prepare the
minutes of the meeting;
To store for safekeeping and marking the tape recording(s) as part of the records
of the company at least before the time of completion of audit of that particular
year.
Note:
1. Persons who are differently abled may make request to the Board to allow a person to accompany
him.

2. If a statement of a director in the meeting through video conferencing or is interrupted, the

Chairperson or Company Secretary shall request for a repeat or reiteration by the Director.
3. Meeting of Committees can also be conducted through video conferencing.
5. Passing of Resolution by Circulation: A company may get approval on a resolution by Board of
Director without conducting a board meeting; company can do it by passing of resolution by circulation.
PROCEDURE OF PASSING OF RESOLUTION BY CIRCULATION:
I.

II.
III.

The company will circulate draft resolution along with necessary papers, if any to all
the directors at their registered address through.
Hand Delivery
Post
Electronic Means
Resolution should be approved by majority of Directors, who are entitled to vote on
the resolution.
Resolution passed by circulation shall be noted at a subsequent meeting of the
Board and made part of the minutes of such meeting.

Note: If before passing of resolution request is made by 1/3 of total number of directors to decide such
matter at meeting, the chairperson shall put the resolution to be decided at meeting of the Board.
6. POWER EXERCISABLE BY BOARD:

The Board of Directors of a company shall be entitled to exercise all such powers, and to
do all such acts and things, as the company is authorized to exercise and do.
In exercising such power or doing such act or thing, the Board shall be subject to the
provisions of this Act, or the memorandum or articles, or regulations made by the
company in general meeting:
POWERS TO BE EXERCISED ONLY AT BOARD MEETING:
- UNDER THE ACT:
Make calls on shareholders in respect of money unpaid on their shares;
Authorize buy-back of securities under section 68;
Issue securities, including debentures, whether in or outside India;
Borrow monies;
Invest the funds of the company;
grant loans or give guarantee or provide security in respect of loans;
Approve financial statement and the Boards report;
Diversify the business of the company;
Approve amalgamation, merger or reconstruction;
Take over a company or acquire a controlling or substantial stake in another
company;
- UNDER RULES:
Make political contributions;

Appoint or remove key managerial personnel (KMP);

Take note of appointment(s) or removal(s) of one level below the Key
Management Personnel;
Appoint Internal auditors and secretarial auditor;
Take note of the disclosure of directors interest and shareholding;
Buy, sell investments held by the company (other than trade investments),
constituting five percent or more of the paid up share capital and free reserves of
the investee company;
Invite or accept or renew public deposits and related matters;
Review or change the terms and conditions of public deposit;
Approve quarterly, half yearly and annual financial statements or financial results
as the case may be.

NOTE:
1. The power to invest, borrow and grant loan / guarantee / security can be exercised by a
committee duly authorize by the board.
2. The resolution in pursuance of powers of the board mentioned above shall be filed with the
registrar in form MGT-14 within 30 days of passing such resolution.

COMMITTEES:
MANDATORY COMMITTEES AND THEIR THRESHOLDS & COMPOSITIONS:
1. AUDIT COMMITTEE:

Companies required to have

Audit Committee
Every Listed Company

Paid Up Share
Capital of Rs.10
Crore or more or

Every Other Public Company

having

Turnover of Rs. 100

crore or more or

Aggregate Outstanding
Loan, Debenture and
Deposit Exceeding Rs. 50
Crore

Meeting of Audit Committee:

Audit Committee should meet at least four times in a year.
Maximum Gap between 2 Meetings is 4 Months.
Minimum 2 Director must be present.

2 Memers
Quorum
1/3 Members of
Audit committee

Which ever
is higher

COMPOSITION OF AUDIT COMMITTEE:

Composition of
Audit Committee
As per Companeis
Act 2013
Minimum 3
Director

Majority of
Independent
Director

Majority of Member including

Chairperson shall be person with
ability to read and understand,
financial statement

As per Clasue 49 of
Listing Agreemeng
Minimum 3
Director

2/3 Independent Director

All the members financail

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Chairman of the Audit

Committee shall be an
independent director

NOTE:
1. THE FREQUENCY OF AUDIT COMMITTEE IS PROVIDED AS PER REVISED CLAUSE 49 OF LISTED AGREEMENT
(Applicable from 1st October 2014)
2. Chairman of the Audit Committee shall be present at Annual General Meeting to answer shareholder
queries.
3. The Auditor of a company and the key managerial personnel shall have a right to heard in the meeting of
audit committee when it consider the auditors report but shall not have right to vote.

4. VIGIL MECHANISM: Every LISTED company and company, which has:

- Accepted deposits from public;
- Borrowed money from Bank and Public Financial Institution in excess of Rs. 50 crore shall
establish a Vigil Mechanism.
The Mechanism shall, be established for director and employee to report genuine concerns and also
provide for adequate safe guards against victimization of persons using such mechanism.
The companies which are required to constitute an audit committee shall oversee the vigil mechanism
through the committee and if any of the members of the committee have a conflict of interest in a given
case, they should recuse themselves and the others on the committee would deal with the matter on
hand.
In case of other companies, the Board of directors shall nominate a director to play the role of audit
committee for the purpose of vigil mechanism.

2. NOMINATION & REMUNERATION COMMITTEE:

Companies required to have Nomination

& RemunerationCommittee
Every Listed Company

Paid Up Share
Capital of Rs.10
Crore or more or

Every Other Public Company having

Turnover of Rs. 100

crore or more or

Aggregate Outstanding
Loan, Debenture and
Deposit Exceeding Rs. 50
Crore

COMPOSITION OF REMUNERATION & NOMINATION COMMITTEE:

Composition of Committee
As per Companies Act 2013 & Clause 49 of
Listing Agreement
Minimum 3

All shall be Non-

Directors

Executive Director

At least HALF shall

Chairman Shall be

be Independent

Independent

Director

Director

Note:
1. The Chairman of the nomination and remuneration committee could be present at the Annual
General Meeting, to answer the shareholders' queries.
2. NO SPECIFIC FREQUENCYOF MEETING OF NOMINATION & REMUNERATION COMMITTEE PROVIDED
UNDER THE ACT.
GESTATION PERIOD FOR AUDIT, NOMINATION & REMUNERATION COMMITTEE:
According to the Companies (Meeting and Powers of Board) Amendment Rules, 2014 companies which
were not required to have Audit Committee under CA-1956, but required under CA-2013 shall
constitute the same within one year from 12th June, 2014 or appointment of independent director,
whichever is earlier.
Similarly, Public Companies which are required to have Nomination & Remuneration committee under
CA-2013 shall constitute the same within one year from 12 th June, 2014 or appointment of independent
director, whichever is earlier.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE: Every company having more than 1000 (One thousand)
Share Holders + Debenture Holders + Deposit Holders + Other Security Holders shall constitute a
Stakeholders Relationship Committee, which shall consider & resolve the grievance of security holders.
Composition:

Chairperson: Non-Executive Director

Members: As may be decided by the Board

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: Every Company:

having net worth of Rs. 500 crore or more, or

turnover of Rs. 1000 crore or more or
a net profit of Rs. 5 crore or more during any financial year shall constitute a Corporate Social
Responsibility Committee of the Board

COMPOSITION OF COMMITTEE:
At least 3 (three) directors, out of which at least 1 (one) director shall be an
Independent Director.
In case of UNLISTED PUBLIC COMPANY Not required to have an Independent Director,
the committee can be constituted without an Independent Director.
In case of PRIVATE COMPANY, the committee can be constituted without an
Independent Director. Further, in case of a Private Company having 2 (two) Directors,
the committee can be constituted with only 2 (two) Directors.

Thanks & Regards,

CS Divesh Goyal
ACS- 35817