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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Secretarial Audit – Major Compliances under Companies Act

You may download the presentation from below link:

http://www.jkgupta.com/wp-content/uploads/2015/04/Secretarial-Audit_CA-2013-show.ppsx

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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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Corporate Compliance Audit

Protection of interests of Investors and other stakeholders is the recognised principle of good corporate governance in the world over. We at J K Gupta & Associates assists company directors & promoters to comply with various corporate laws and to follow good governance practices. Today, in India, the corporate sector is governed by a complex […]

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