Board of Directors : Powers, Roles & Responsibilities

Meeting: Important Deadlines

Every Company shall hold the first meeting of the Board of Directors within thirty days of the date of its incorporation except in case of One Person Company and shall hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than One hundred and twenty days shall intervene between two consecutive meetings of the Board.

One Person Company , Small Companies and Dormant Companies are required to conduct one meeting in each half of the Calendar year and the gap between the two meetings should not be less than Ninety days.

Quorum and Adjournment provisions

The quorum for a meeting of the Board of Directors of a company as prescribed by Section 174 of the Companies Act 2013 shall be one third of its total strength or two directors, whichever is higher, but if the Articles of Association of a Company prescribe a higher strength of Quorum, then the requirements of the Quorum shall be subject to the Articles of Association. The participation of the directors by video conferencing or by other audio visual means shall also be counted for the purposes of quorum and if a meeting of the board could not be held for want of quorum, then, unless the articles of the company otherwise provide, the meeting shall automatically stand adjourned to the same day at the same time and place in the next week or if that day is a national holiday, till the next succeeding day, which is not a national holiday, at the same time and place.

The quorum should be ascertained before start the meeting for valid transaction of the business to be discussed at the meeting. And any fraction of a number shall be rounded off & deemed as one and Quorum shall be present not only at the time of commencement of the Meeting but also while transacting business.

Director shall not be counted for Quorum in respect of an item in which he is interested and he shall not be present, whether physically or through Electronic Mode, during discussions and voting on such item.

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Incorporation of Section 8 Company (Non-profit organisation)

The concept of non-profit making company is quite old in India. In erstwhile Companies Act, 1956 it was regulated by Section 25 and that is why it was popular as Section 25 Company. However in Companies Act 2013 provisions related to non-profit making company are given in Section 8 read with Rule 19 and 20 of Companies (Incorporation) Rules, 2014. Such organization can be registered as trusts, societies, or as a non-profit company incorporated under Section 8 of the Companies Act, 2013.

This article is meant for providing information regarding the procedures and process for incorporation of a non-profit making company as given in Section 8 read with Rule 19 and 20 of Companies (Incorporation) Rules, 2014.

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PRESENTATION & FILING OF ANNUAL RETURN

Introduction: In this article the provisions relating to Annual Return are highlighted for the benefit of readers. The companies Act, 2013 has added more impetus to it by incorporating some new requirements which are discussed in this article. Definition: Annual Return is defined as a yearly statement which gives essential information about the firm’s composition, […]

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Secretarial Audit

Secretarial Audit Protection of interest of Investors and other stakeholders is the recognized principle of good corporate governance the world over. The corporate sector is governed by a complex web of laws, rules and regulations. However, enactment of various laws is not enough and the desired results cannot be achieved unless their implementation is geared up. Introduction: The […]

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Our Brief Profile

J. K. Gupta & Associates Company Secretaries The Brand, J. K. Gupta & Associates is a Practicing Company Secretaries firm, established in the year 1996, specializes in providing high quality services and solving complexity relating to Various Corporate Laws Matters. Our existence for over a decade in the Indian professional arena supplements the technical proficiency […]

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