CS Shikha Mehra Chawla
GENERAL PROVISIONS ON BOARD MEETING:
(i) Ensure that company must hold at least 4 meetings of its board of directors every year;
(ii) Ensure that not more than 120 days lapsed between two consecutive meetings of the board;
(iii) Ensure that a notice in writing must be given to every director at least seven days before the date of meeting;
(iv) Ensure that if a meeting was called at a shorter notice then at least one independent director must present at that meeting;
(v) Ensure that company must comply with applicable procedure, for convening and conducting meeting through video conferencing or other audio-visual means;
GENERAL PROVISIONS ON QUORUM:-
(i) Ensure whether the appropriate quorum was present for board meeting i.e. ( higher of the following):‐
(ii) Ensure that the directors participated through video conferencing or by other audio-visual means was also counted for the purpose for quorum;
(iii) Ensure that at least 2 non‐ interested directors (i.e. who does not have any direct /indirect interest in the business for which meeting was held) must present at the meeting;
(iv) Where the number of directors is reduced below the minimum fixed by the Articles, no business shall be transacted unless the number is first made up by the remaining Director(s) or through a general meeting.
(v) Ensure that while passing of resolution by circulation such resolution in draft form must be circulated to directors together with the necessary papers for seeking their approval by e‐mail or fax;
POINTS THAT SHOULD BE CONSIDERED BEFORE BOARD MEETING:
1. To ascertain availability of directors for the purpose of fixing date of Board meeting;
2. Notice, agenda and notes on agenda shall be given at least 7 days before the Meeting or less than 7 days i.e. shorter period notice and agenda. In case the company sends the Agenda and Notes on Agenda by speed post or by registered post, an additional two days shall be added for the service of Agenda and Notes on Agenda;
3. Notice in writing of every Meeting shall be given to every Director by hand or by speed post or by registered post or by facsimile or by e-mail or by any other electronic means;
4. The participation of Directors in a meeting of the Board may be either in person or through video conferencing or other audio-visual means, which are capable of recording and recognizing the participation of the directors and of recording and storing the proceedings of such meetings along with date and time.
5. Enquire & take confirmation from other departments including Finance, HR or any other department as may seem necessary, as whether they need any Board authorization/approval in the forthcoming Board meeting of Company
AT THE TIME OF BOARD MEETING
1. Check the presence of Quorum for convening the meeting. Quorum shall be present not only at the time of commencement of the Meeting but also while transacting business.
2. Check the Leave of absence and the same shall be granted to a Director only when a request for such leave has been communicated to the Company Secretary or to the Chairman or to any other person authorized by the Board to issue Notice of the Meeting.
3. The Chairman of the Company shall be the Chairman of the Board. If the company does not have a Chairman, the Directors may elect one of themselves to be the Chairman of the Board to conduct the meeting.
4. Every company shall maintain attendance register for the Meetings of the Board and the Chairman shall take a Roll Call at the commencement of the meeting and confirm the attendance of Directors participating through video conferencing.
5. The Chairman shall request the Director participating through Electronic Mode to state his full name and location from where he is participating and shall record the same in the Minutes. The proceedings of such Meetings shall be recorded through any electronic recording mechanism and the details of the venue, date and time shall be mentioned.
6. Directors participating through Electronic Mode shall be deemed to have signed the attendance register, if their attendance is recorded in the attendance register and authenticated by the Company Secretary or where there is no Company Secretary, by the Chairman or by any other Director present at the Meeting, if so authorized by the Chairman and the fact of such participation is also recorded in the Minutes.
7. Registers of all contracts or arrangements shall be placed in the meeting of the Board and signed by all the directors present at the meeting. [Section 189]
8. If the Chairman is interested in an item of business, he shall entrust the conduct of the proceedings in respect of such item to any Non-Interested Director with the consent of the majority of Directors present and resume the chair after that item of business has been transacted. However, in case of a private company, the Chairman may continue to chair and participate in the Meeting after disclosure of his interest.
9. The Chairman shall use his second or casting vote in case of equality of votes.
10. Permission of Chairman shall be taken with the consent of a majority of the Directors present in the Meeting for taking up any item not included in the Agenda. The decision taken in respect of any other item shall be final only on its ratification by a majority of the Directors of the company, unless such item was approved at the Meeting itself by a majority of Directors of the company.
11. Check that vote of thanks is given to the Chair at the conclusion of the Board Meeting.
AFTER CONCLUSION OF BOARD MEETING
1. Outcome of Board meeting shall be filed within 30 minutes of the conclusion of the meeting to the Stock exchange where Company is listed;
2. Draft Minutes of Board meeting shall be circulated within 15 days of the conclusion of Board meeting by hand or by speed post or by registered post or by courier or by e-mail or by any other recognised electronic means to all the members of the Board or the Committee for their comments.;
3. The Directors, whether present at the Meeting or not, shall communicate their comments, if any, in writing on the draft Minutes within seven days from the date of circulation thereof, so that the Minutes are finalized and entered in the Minutes Book within the specified time limit of thirty days.
4. If any Director communicates his comments after the expiry of the said period of seven days, the Chairman shall have the discretion to consider such comments. In the event a Director does not comment on the draft Minutes, the draft Minutes shall be deemed to have been approved by such Director.
5. A Director, who ceases to be a Director after a Meeting of the Board is entitled to receive the draft Minutes of that particular Meeting and to offer comments thereon, irrespective of whether he attended such Meeting or not