Suyog S Kabra

Checklist For Meetings Of Directors Or Committees under Companies Act, 2013

[Note : Adherence by a company to Secretarial Standards with respect to General an board meetings specified by Institute of Company Secretaries of India and approved as such by the Central Government is mandatory, as per the provisions of sub section (10) of section 118 of Companies Act 2013.

In terms of section 205(1)(6), it is the function of the Company Secretary to ensure that the company complies with the applicable Secretarial Standards. The Company Secretary in Practice, while carrying out secretarial audit must, therefore, examines compliance with the applicable clauses of Secretarial Standards.]

Sr. No. Particulars Remarks
Meetings of Directors/Committees
1 The requisite number of Board Meetings as required under section 173 of the Act were held during the year.
2 Notice of each Board meeting in writing was issued to all the directors
3 Attendance records are maintained and requirements of Board meetings regarding quorum, chairman, minutes etc, have been compiled with and leave of absence is granted to directors who have requested for the same.
4 The items required to be transacted only at the meeting of the Board were transacted at the meeting. Following is the list of resolutions which are required to be passed only at the board meeting

a)      Resolutions for exercising following powers :

i.                     Make a call

ii. Buy back of securities

iii. Issue of securities

iv. Borrowing monies

v. Investing funds

vi. Granting loans/ giving guarantees/ providing securities

vii. Approving financial statement and Board’s report

viii. Diversifying business

ix. Approving amalgamation/ merger/ reconstruction

x. Taking over of a company/ acquiring control in substantial stake in another company

xi. Making political contribution

xii. Appointing or removing KMP

xiii. Appointing Internal auditor

xiv. Appointing secretarial auditor

xv. Serial no. I to x are as per section 179(3) and serial no. xi to xiv above are as per Companies (Meetings of /board and its Powers) /rules 2014

5 Form No MGT 14 has been filed for every resolution passed at Board Meeting
6 Whenever a director is appointed on the Board, he has given a disclosure of Interest in Form MBP 1 and every time thereafter when there is change therein
7 Every director has disclosed his interest at the Board meeting where contract or arrangement is considered in which he is directly or indirectly interested and the interested director has abstained from participating or voting at such meeting
8 The notices of disclosure of general interest under section 184 have been received from all the directors inform no. MBP 1 and were, placed before and read at the first Board meeting in each financial year.
9 Entries thereof have been made in the Register of Contracts or arrangements in which Directors are interested in pursuance to section 189 and noted by the Board and such disclosures have been renewed every year.
10 If the Board had constituted any committees, whether requirement regarding quorum, chairman, minutes, etc. of the committee meeting were duly complies with
11 Resolutions by circulation have been approved in accordance with the provisions of the Act and in cases where it was required by the requisite number of directors to be taken up at a Board meeting
12 The resolutions passed by circulation were put up at the next Board meeting for taking note of the same and has been made part of the minutes
13 All directors have given a declaration in Form DIR -8 about their not being disqualified to act as a Director at the beginning of each financial year and such declarations have been placed before the Board and taken not of
14 Independent Directors have given declaration about having met the criteria of independence.
15 The director has attended at least one board meeting in a year either in person or through video conferencing
16 Whether the company follows sufficient Board practices to ensure meaningful participation of Board members.

INDICATIVE LIST OF DOCUMENTS TO BE CHECKED

  • Notice of Board Meetings/ Committee meetings.
  • Information regarding meeting of Directors
  • Proof of sending notice of Board Meetings
  • Declaration of independence by independent directors
  • DIR-8, MBP-1, MBP-2, MBP-4

(Suyog S Kabra is  partner with White Collar Legal LLP and can be reached at whitecollarlegal@gmail.com)

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