Board
to meet once in every three months
In the case of every company, a meeting of its Board of directors shall be held at least once every three months and at least four such meetings must be held every year.
In the case of every company, a meeting of its Board of directors shall be held at least once every three months and at least four such meetings must be held every year.
Notice
of meetings
Notice of every meeting of the Board of directors of a company shall be given in writing to ever director for the time being in India, and at his usual address in India to every other director.
Notice of every meeting of the Board of directors of a company shall be given in writing to ever director for the time being in India, and at his usual address in India to every other director.
Every officer of
the company whose duty it is to give notice as aforesaid and who fails to
do so shall be punishable with fine which may extend to one hundred
rupees.
Quorum
for meetings
The quorum for a meeting of the Board of directors of a company shall be one-third of its total strength (any fraction contained in that one-third being rounded off as one), or two directors, whichever is higher.
The quorum for a meeting of the Board of directors of a company shall be one-third of its total strength (any fraction contained in that one-third being rounded off as one), or two directors, whichever is higher.
Provided that where
at any time the number of interested directors exceeds or is equal to
two-thirds of the total strength, the number of the remaining directors,
that is to say, the number of the directors who are not interested,
present at the meeting being not less than 2 shall be the quorum during
such time.
Interested director
means any director whose presence cannot, by reason of his being
interested in some manner in the subject matter of discussion be counted
for the purpose of forming a quorum at a meeting of the Board, at the time
of the discussion or vote on any matter.
Procedure
where meeting adjourned for want of quorum
If a meeting of the Board could not be held for wand of quorum, then, unless the articles otherwise provide, the meeting shall automatically stand adjourned till the same day in the next week, at the same time and place, or if that day is a public holiday, till the next succeeding day which is not a public holiday, at the same time and place.
If a meeting of the Board could not be held for wand of quorum, then, unless the articles otherwise provide, the meeting shall automatically stand adjourned till the same day in the next week, at the same time and place, or if that day is a public holiday, till the next succeeding day which is not a public holiday, at the same time and place.
Passing
or resolutions by circulation
No resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to all the directors, or to all the members of the committee, then in India (not being less in number than the quorum fixed for a meeting of the Board of committee, as the case may be), and to all other directors or members at their usual address in India, and has been approved by such of the directors as are then in India, or by a majority of such of them, as are entitled to vote on the resolution.
No resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to all the directors, or to all the members of the committee, then in India (not being less in number than the quorum fixed for a meeting of the Board of committee, as the case may be), and to all other directors or members at their usual address in India, and has been approved by such of the directors as are then in India, or by a majority of such of them, as are entitled to vote on the resolution.
Validity
of acts of directors
Acts done by a person as a director shall be valid, notwithstanding that it may afterwards be discovered that his appointment was invalid by reason of any defect or disqualification or had terminated by virtue of any provision contained in this Act or in the articles.
Acts done by a person as a director shall be valid, notwithstanding that it may afterwards be discovered that his appointment was invalid by reason of any defect or disqualification or had terminated by virtue of any provision contained in this Act or in the articles.
This comment has been removed by a blog administrator.
ReplyDelete