Question

Explain the different types of Directors Meetings.

Answer 1

Board Meeting (Section 173):
(A) Meaning: The meeting of Directors, which is held frequently to discuss important issues, to take decisions on important policy matters and to implement is called a Board Meeting.
(B) Legal Provisions regarding Board Meeting:
(a) Authority to convene: The Chairman of the Board is the proper authority to convene the Board Meeting.
(b) Number of Board Meeting:
(i) First Board Meeting: The first Board Meeting is required to be held within 30 days of is the date of its incorporation.
(ii) Subsequent Board Meeting: Subsequent Board meetings must be held at least once in 3 calendar months i.e. minimum 4 Board Meetings must be held every year. The time gap between two Board meetings should not be more than 120 days.
(iii) In case of One Person Company : In a One Person Company, small company and dormant company, the Board Meeting must be held once in the period of six months, i.e. at least one meeting in each half of calendar year. The time gap between two Board Meetings should not be less than 90 days.
(c) Virtual Meeting : A virtual meeting of Directors means Directors around the city or outside the city regardless of their location use audio video and link online, use video teleconference software. This is a quicker and efficient way to co-ordinate and conduct urgent meeting with various members or departments in an organisation. It depends on the flow of information and ease of communication between the participants. The meeting should be capable of recording and recognising the participation of Directors. However, in certain cases Central Government specifies certain matters that cannot be discussed and dealt through video conferencing or other audio visual means.
(D) Notice : The notice of Board Meetings must be sent to all the Directors of the board at least 7 days prior to the Board Meeting at their registered address by hand delivery or by post or by electronic means. Agenda of the meeting also to be sent along with notice.
(E) Quorum: The quorum for this meeting is one-third of the total number of Directors or two Directors whichever is higher. The Directors who have personal interest in the mater to be discussed in the meeting are excluded from the quorum.
(F) Adjournment: In the absence of requisite quorum, the meeting is adjourned and is to be held on the same day, same time and place next Week.
(2) Committee Meeting :
(A) Meaning: In a Joint Stock Company, the usual committees are formed from among the members of the Board of Directors. A meeting of: the members of such committee is called committee meeting e.g. a meeting allotment committee. (B) Legal Provisions : The Articles of Association of the company provide for the appointment of different committees and holding their meetings to expedite the managerial work.
Such committee is formulated to investigate and submit a report after a careful examination of various aspects of the problem under investigation from all possible angles. The rules and procedure for convening and conducting committee meeting are generally laid down by the Board.
(C) Assistance: The Secretary has to provide needed assistance to the committee. He is required to prepare and maintain separate minutes book to record the proceedings of committee meetings.
(D) Frequency : The committee collects the relevant information of the problem under consideration and holds several meetings for a detailed study of the collected information. The committee, then prepares a report for consideration and approval of the Board. To carry out the assigned work systematically, to discuss the problems and to exchange views, the committee members frequently arrange the committee meetings.