CH 4 - Board processes through SS Flashcards
which sec standard is related to board meetings
SS -1
SS- 1 is applicable to _________
every company
SS - 1 is not applicable to _________ , __________ and __________
OPC having 1 Dir
Sec 8 co - not having defaulted in filing of FS or AR
Specified IFSC pub and pvt Co.
applicability of SS-1 to committee meetings
mandatory committees - mandatory
voluntary committees - recommendatory
Name the mandatory committees of board under COA 2013
CSR
Audit
NRC
SRC
if a Co voluntarily appoints an ID then provisions of SS-1 ____________
wrt to IDs is mandatorily applicable on such company.
State the benefits of SS -1
- healthy and transparent BMs
- effective and seamless decision making
- compliance of law not just in letter but also in spirit
state the objective of SS
to bring uniformity in the diverse secretarial practices
State the Role of CS under SS
To oversee the recording and effective implementation of board decisions.
what is the Time period for sending notice of BM and it is given under which section of COA 2013
at least 7 days (+ 2 days if sent through speed post/reg post)
Section 173
what will be the consequences of conducting a BM in a manner contrary to the AOA ?
The decisions taken at such BM shall be inoperative and void.
if articles is silent wrt to the day of adjourned meeting then the meeting shall be held on ________
same day same place and at same time in the next week.
can a BM adjourned for the want of quorum be held on a national holiday?
NO
If the date of adjourned meeting is decided in original meeting then the notice has to be sent ___________
forthwith
conditions to be satisfied in case of a meeting called on shorter notice
If co has ID -
a) at least 1 ID present at the meeting
b) if ID not present then circulation of decision to all DIR and ratification thereof by at least 1 ID
If co has no ID - Circulation of decision and ratification thereof by majority DIR unless the same was approved by majority at the meeting
Time period for service of Agenda & Notes to agenda
At least 7 days prior to BM
for which items in the agenda a note is required ?
Item of business requiring approval
contents of note to agenda
Details + implication + scope + material facts
when can you give notes to agenda on a shorter period ?
if item of business = UPSI
AND
consented by majority + at least 1 ID if any
what is UPSI
any info that is likely to materially affect the price of securities of the company if made available generally
it includes :- Fin results + corporate actions + dividends + Changes in KMP/Cap structure
First BM to be held within ________ days of incorp
30
Frequency of BM
min 4 BM in a year with a max gap of 120 days between 2 consecutive
Frequency of BM for small/dormant/OPC
at least 1 BM in each half of calendar year and gap b/w 2 such meetings shall be at least 90 days
Frequency of IDs meeting
at least 1 in each calendar year
Frequency of Audit committee and NRC
Given under SEBI LODR
AC - min 4 meetings in a year with max gap of 120 days
NRC - min 1 meeting in a year
Quorum for BM as per COA 2013
(1/3 of total strength or 2 ) whichever is higher
Quorum for BM as per SEBI LODR
For top 2000 Listed entities :-
(1/3 of total strength or 3) whichever is higher
AND
at least 1 ID
Interested DIR shall _________ and ________
disclose his interest at the meeting and not participate.
if the No of interested directors exceed 2/3 of total strength ?
Non interested DIR present at meeting shall be Quorum provided they are not less than 2.
If due to vacancy the total number of DIR in a company get reduced below the min Quorum then ?
the continuing director shall only act for the purpose of increasing the number of DIR
Interested DIR in case of pvt co has a benefit
to participate after disclosing his int.
Are interested DIR counted for Quorum
NO
Quorum shall be present __________
throughout
if an item of business is RPT an interested DIR/Chairman shall
not be present at the meeting physically or electronically and shall not vote on such matter.
If the chairman is interested in any item of business
then he shall entrust the conduct of meeting to a non interested person and continue after such item has been transacted
in case of pvt co :- continue to chair after disclosing interest.
time period for chairman to be present at the meeting
5 minutes of commencement of meeting
