CH 4 - Board processes through SS

Question 1

which sec standard is related to board meetings

Answer 1

SS -1

Question 2

SS- 1 is applicable to _________

Answer 2

every company

Question 3

SS - 1 is not applicable to _________ , __________ and __________

Answer 3

OPC having 1 Dir
Sec 8 co - not having defaulted in filing of FS or AR
Specified IFSC pub and pvt Co.

Question 4

applicability of SS-1 to committee meetings

Answer 4

mandatory committees - mandatory
voluntary committees - recommendatory

Question 5

Name the mandatory committees of board under COA 2013

Answer 5

CSR
Audit
NRC
SRC

Question 6

if a Co voluntarily appoints an ID then provisions of SS-1 ____________

Answer 6

wrt to IDs is mandatorily applicable on such company.

Question 7

State the benefits of SS -1

Answer 7

1. healthy and transparent BMs
2. effective and seamless decision making
3. compliance of law not just in letter but also in spirit

Question 8

state the objective of SS

Answer 8

to bring uniformity in the diverse secretarial practices

Question 9

State the Role of CS under SS

Answer 9

To oversee the recording and effective implementation of board decisions.

Question 10

what is the Time period for sending notice of BM and it is given under which section of COA 2013

Answer 10

at least 7 days (+ 2 days if sent through speed post/reg post)
Section 173

Question 11

what will be the consequences of conducting a BM in a manner contrary to the AOA ?

Answer 11

The decisions taken at such BM shall be inoperative and void.

Question 12

if articles is silent wrt to the day of adjourned meeting then the meeting shall be held on ________

Answer 12

same day same place and at same time in the next week.

Question 13

can a BM adjourned for the want of quorum be held on a national holiday?

Answer 13

NO

Question 14

If the date of adjourned meeting is decided in original meeting then the notice has to be sent ___________

Answer 14

forthwith

Question 15

conditions to be satisfied in case of a meeting called on shorter notice

Answer 15

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

Question 16

Time period for service of Agenda & Notes to agenda

Answer 16

At least 7 days prior to BM

Question 17

for which items in the agenda a note is required ?

Answer 17

Item of business requiring approval

Question 18

contents of note to agenda

Answer 18

Details + implication + scope + material facts

Question 19

when can you give notes to agenda on a shorter period ?

Answer 19

if item of business = UPSI
AND
consented by majority + at least 1 ID if any

Question 20

what is UPSI

Answer 20

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

Question 21

First BM to be held within ________ days of incorp

Answer 21

30

Question 22

Frequency of BM

Answer 22

min 4 BM in a year with a max gap of 120 days between 2 consecutive

Question 23

Frequency of BM for small/dormant/OPC

Answer 23

at least 1 BM in each half of calendar year and gap b/w 2 such meetings shall be at least 90 days

Question 24

Frequency of IDs meeting

Answer 24

at least 1 in each calendar year

Question 25

Frequency of Audit committee and NRC

Answer 25

Given under SEBI LODR
AC - min 4 meetings in a year with max gap of 120 days
NRC - min 1 meeting in a year

Question 26

Quorum for BM as per COA 2013

Answer 26

(1/3 of total strength or 2 ) whichever is higher

Question 27

Quorum for BM as per SEBI LODR

Answer 27

For top 2000 Listed entities :-
(1/3 of total strength or 3) whichever is higher
AND
at least 1 ID

Question 28

Interested DIR shall _________ and ________

Answer 28

disclose his interest at the meeting and not participate.

Question 29

if the No of interested directors exceed 2/3 of total strength ?

Answer 29

Non interested DIR present at meeting shall be Quorum provided they are not less than 2.

Question 30

If due to vacancy the total number of DIR in a company get reduced below the min Quorum then ?

Answer 30

the continuing director shall only act for the purpose of increasing the number of DIR

Question 31

Interested DIR in case of pvt co has a benefit

Answer 31

to participate after disclosing his int.

Question 32

Are interested DIR counted for Quorum

Answer 32

NO

Question 33

Quorum shall be present __________

Answer 33

throughout

Question 34

if an item of business is RPT an interested DIR/Chairman shall

Answer 34

not be present at the meeting physically or electronically and shall not vote on such matter.

Question 35

If the chairman is interested in any item of business

Answer 35

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.

Question 36

time period for chairman to be present at the meeting

Answer 36

5 minutes of commencement of meeting