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    Board Meetings v/s General Meetings

    The Companies Act, 2013 (“Act” or “Companies Act”) does not define the word ‘Meeting’. One of the canons of interpretation of statutes, as laid down by courts in India in a number of cases, is that when a word is used but not defined in a statute, it should be interpreted by its ordinary meaning. In general context, meeting is an assembly of people for a particular purpose, especially for formal discussion.

     

    A board meeting is a meeting of the directors of the company whereas general meeting is a meeting of the members (shareholders) of the company. With the applicability of the provisions of the Secretarial Standards, the process of convening, holding, conducting and related issues of meetings under the Act, have become very relevant. Below is an attempt to compare Board Meetings and General Meetings indifferent contexts.

     

    Sl. No.

    Nature

    Board meeting

    General meeting

     

     

     

     

     

     

    Pre-Meeting

     

     

     

     

     

     

    Total number of

    For OPC, Small Company and dormant

    AGM: Company shall hold one AGM

    1.

    Meetings in a year

    company; at least one Board Meeting in

    within 6 months from the date of

     

     

    each half of a calendar year must be

    closing of the financial year but, the

     

     

    held and the gap between the two

    gap between two consecutive AGM

     

     

    meetings must not less than 90 days.

    shall not be more than 15 months.

     

     

     

    However, first AGM of the company

     

     

    In any other case; minimum of 4 Board

    may be held within 9 months from

     

     

    meetings in a year and the gap between

    the date of closing of financial year.

     

     

    two consecutive meetings shall not be

     

     

     

    more than 120 days.

    As per Companies Act, 1956, there

     

     

     

    was one more restriction that in

     

     

    However, every company shall hold its

    every calender year there shall be

     

     

    first Board meeting within 30 days from

    one AGM. However this condition is

     

     

    the date of Incorporation.

    not specified in Companies Act, 2013

     

     

     

    EGM:There  is  no  restriction  on

     

     

     

    number of EGMs of the company

     

     

     

     

     


     

     

     

     

     

     

     

     

     

     

    Sl. No.

    Nature

     

    Board meeting

     

    General meeting

     

     

     

     

     

     

     

     

     

     

     

     

    Pre-Meeting

     

     

     

     

     

     

     

     

     

     

     

     

    2.

    Place and Time of

    At

    any  Place  and  Time

    (including

    AGM: Annual General Meeting shall

     

    Meeting

    outside India) except on a National

    be held at the registered office of the

     

     

     

     

    Holiday.

     

     

    company or at some other place

     

     

     

     

     

     

     

    within the city, town or village in

     

     

     

     

     

     

     

    which registered office is situated.

     

     

     

     

     

     

     

    Time shall be between 9.00 AM and

     

     

     

     

     

     

     

    6.00 PM on any day which is not a

     

     

     

     

     

     

     

    National Holiday.

     

     

     

     

     

     

     

    EGM:  Extra-Ordinary  General

     

     

     

     

     

     

     

    Meeting may be held in a place

     

     

     

     

     

     

     

    anywhere in India, but it shall be held

     

     

     

     

     

     

     

    between 9.00 AM and 6.00 PM

     

     

     

     

     

     

     

     

    Video Conference

    Meeting through video conference or

    Meeting cannot be conducted by

     

    3.

    or other audio

    other audio visual means is permitted

    Video  Conference or  other  audio

     

     

    visual means

    except for following type of business:

    visual means.

     

     

     

    i)

    approval  of  Annual

    Financial

     

     

     

     

     

     

    Statements

     

     

    However, resolutions can be passed

     

     

     

    ii)  approval of Board’s report

    either e-voting or Postal Ballot.

     

     

     

    iii) approval of the prospectus

     

     

     

     

     

    iv) Audit  committee

    meetings  for

     

     

     

     

     

     

    co n s i d e rat i o n

    o f

    f i n a n c i a l

     

     

     

     

     

     

    statements

     

     

     

     

     

     

     

    v)  Approval  of  matters  relating  to

     

     

     

     

     

     

    amalgamation, merger,

    demerger

     

     

     

     

     

     

    and take over.

     

     

     

     

     

     

     

    Certain  requirements

    as

    prescribed

     

     

     

     

     

    under the Act are to be complied for

     

     

     

     

     

    conducting the proceedings, recording

     

     

     

     

     

    of the proceedings, preservation and

     

     

     

     

     

    retrieval of the same.

     

     

     

     

     

     

     

     

     

     

     

    4.

    Notice Period

    Not less than 7 days’ notice in writing

    21 clear days required for both AGM

     

     

     

     

     

     

     

    & EGM.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Sl. No.

    Nature

    Board meeting

    General meeting

     

     

     

     

     

     

     

    Pre-Meeting

     

     

     

     

     

     

     

    5.

    Shorter Notice

    Meeting  may  called  upon  shorter

    AGM: There is no specific provision in

     

     

    notice to transact urgent business, if

    the act for shorter notice for AGM. It

     

     

    one independent director is present in

    is presumed that the provision as

     

     

    the meeting.

    applicable to EGM shall be applicable

     

     

    In absence of Independent director,

    to AGM also.

     

     

    decisions taken in meeting shall be

     

     

     

     

    circulated to all directors and transact

    EGM: Meeting shall be called on

     

     

    the business only on ratification by at

    shorter notice if consent is given in

     

     

    least one independent director.

    writing or by electronic mode by not

     

     

     

    less  than  95%  of  the  members

     

     

    In  case  of  Private  Company  the

    entitled to vote in the meeting.

     

     

    requirement of Independent Director is

     

     

     

     

    not applicable

     

     

     

     

    During Meeting

     

     

     

     

     

     

     

    6.

    Persons attending

    Only directors of the company. Any

    AGM:  Share-holders,  Directors,

     

     

    other  person  may  be  allowed  by

    Auditor  of  the  company  and

     

     

    invitation  by  directors  if  required

    Chairman of the Audit Committee, if

     

     

    (example, auditor may be called upon

    the  provisions  for  constitution  of

     

     

    for Board Meeting if the discussion is

    Audit Committee are applicable to

     

     

    regarding audit)

    the company

     

     

     

    EGM: Share-holders & Directors of

     

     

     

    the company.

     

     

     

     

     

    7.

    Proxy

    Not allowed

    Proxy may be allowed after following

     

     

     

    the required procedure

     

     

     

     

     

    8.

    Chair Person

    Chairperson of Directors as governed

    Chairperson of Directors as governed

     

    by  Articles  or  any  person  elected

    by Articles or any person elected

     

     

     

     

    among the directors present in meeting

    among  the  members  present  in

     

     

     

    meeting

     

     

     

     

     

    9.

    Who can vote?

    All the directors present can vote,

    Only Shareholders or their legally

     

     

    except  interested  directors  as  per

    permitted proxies can vote.

     

     

    section 184 of the Act

     

     

     

     

     

     

     

     

     

     

     

     

     

    Sl. No.

    Nature

    Board meeting

    General meeting

     

     

     

     

     

     

     

    During Meeting

     

     

     

     

     

     

     

    10

    Quorum

    Maximum  of  one-third  of  its  total

    Public Company: the requirement is :

     

     

    strength or two directors (any decimal

    i)  5 members personally present if

     

     

    should be rounded off to the nearest

    total number of members on the

     

     

    higher integer)

    date of meeting is not more than

     

     

     

    1000.

     

     

     

     

    ii) 15 members personally present if

     

     

     

    total number of members on the

     

     

     

    date of meeting is more than

     

     

     

    1000 and up to 5000.

     

     

     

    iii) 30 members personally present if

     

     

     

    total  number  of  members

     

     

     

    present on the date of meeting

     

     

     

    exceeds 5000.

     

     

     

    Private  Company:2  members

     

     

     

    personally present

     

     

     

     

     

    11.

    Nature of Business

    The meeting of the Board takes care of

    AGM: Both ordinary business and

     

     

    the day to day affairs of the operations

    special business are transacted.

     

     

    and management of business of the

    i)  Ordinary  business  means

     

     

    company  and  recommends  the

    consideration of financial statements

     

     

    resolutions to the members requiring

    & consolidated financial statements,

     

     

    their approval for their consideration

    reports  of  directors  and  auditor,

     

     

    and approval.

    declaration of dividend, appointment

     

     

     

    of  directors  who  are  retiring  by

     

     

    The Act prescribes certain resolutions

    rotation, approval or ratification of

     

     

    listed in Section 179(3) to be transacted

    appointment of auditors and fixing

     

     

    at the meeting of the Board

    their remuneration.

     

     

     

    ii) Any other business item is treated

     

     

     

    as Special business.

     

     

     

    EGM:  Only  Special  business  is

     

     

     

    transacted.

     

     

     

     

     

     

     

    Post - Meeting

     

     

     

     

     

     

     

    12.

    Duty of person for

    Company Secretary of the company

    Company Secretary of the company

     

    preparation of

    shall  prepare  the  minutes  of  the

    shall prepare the minutes of the

     

    minutes

    meeting.

    meeting.

     

     

    If Company Secretary is not available

    If Company Secretary is not available

     

     

    then by any person who is authorised

    then by any person who is authorised

     

     

    by Board of Directors or Chairman

    by Board of Directors or Chairman

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Sl. No.

    Nature

    Board meeting

    General meeting

     

     

     

     

     

     

     

     

     

     

     

    Post - Meeting

     

     

     

     

     

     

     

     

     

     

     

    13.

    Circulation of Draft

    Draft minutes of the meeting shall be

    NA

     

     

     

    Minutes

    circulated to all the directors within 15

     

     

     

     

     

     

    days from the date of conclusion of

     

     

     

     

     

     

    meeting.

     

     

     

     

     

     

     

     

     

     

     

    14.

    Comments on

    Directors will have the time period of

    NA

     

     

     

    Draft Minutes

    seven days to comment (if any) on the

     

     

     

     

     

     

    draft minutes. If directors comment

     

     

     

     

     

     

    after 7 days, then it is at the discretion

     

     

     

     

     

     

    of chairman to consider or not.

     

     

     

     

     

     

     

     

     

     

     

    15.

    Final Minutes

    Final minutes shall be made available

    Final minutes shall be made available

     

     

     

     

    within 30 days at the registered office

    within 30 days at the registered office

     

     

     

     

    from the date of conclusion of meeting.

    from  the  date  of  conclusion  of

     

     

     

     

     

    meeting.

     

     

     

     

     

     

     

     

     

    16.

    Signing of Minutes

    Either by the Chairman of the Meeting

    Chairman of the Meeting

     

     

     

     

    or  Chairman  of  the  Subsequent

     

     

     

     

     

     

    meeting

    Each page has to be initialled and last

     

     

     

     

     

    page need to be signed and dated

     

     

     

     

    Each page has to be initialled and last

     

     

     

     

     

     

    page need to be signed and dated

     

     

     

     

     

     

     

     

     

     

     

    17.

    Maintenance of

    Minutes shall be maintained either in

    Minutes shall be maintained either in

     

     

     

    Minutes

    physical formor electronic form (with

    physical form or electronic form (with

     

     

     

     

    Timestamp)

    Timestamp)

     

     

     

     

    Minutes can be maintained in Loose

    Minutes can be maintained in Loose

     

     

     

     

    leaf form, provided suitable resolution

    leaf  form,  provided  suitable

     

     

     

     

    is passed by the Board

    resolution is passed by the Board

     

     

     

     

    The minutes maintained in loose leaf

    The minutes maintained in loose leaf

     

     

     

     

    form are to be serially numbered and

    form are to be serially numbered and

     

     

     

     

    bounded at specified intervals

    bounded at specified intervals

     

     

     

     

     

     

     

     

     

    18.

    Who can Inspect

    Following  persons  can  inspect  the

    Following persons can inspect the

     

     

     

    the Minutes

    minutes placed at Registered office

    minutes placed at Registered office in

     

     

     

     

    during Business Hours:

    Business Hours:

     

     

     

     

    1. Directors of the company

    1.  Members  &  Directors  of  the

     

     

     

     

    2.Company  Secretary  in  Practice

    company

     

     

     

     

    appointed by the company

    2. Company Secretary  in Practice

     

     

     

     

    3. Secretarial Auditor

    appointed by the company

     

     

     

     

    4. Statutory Auditor

    3. Secretarial Auditor

     

     

     

     

    5.Cost Auditor

    4. Statutory Auditor

     

     

     

     

    6. Internal Auditor

    5.Cost Auditor

     

     

     

     

    Members are not entitled to inspect

    6. Internal Auditor

     

     

     

     

    the minutes of the meeting of the

     

     

     

     

     

     

    Directors.

     

     

     

     

    Sl. No.

    Nature

    Board meeting

    General meeting

     

     

     

     

     

     

     

    Post - Meeting

     

     

     

     

     

     

     

    19.

    Nature of Records

    Permanent

    Permanent

     

     

     

     

     

     

    These are few major differences between a Board Meeting and a General Meeting in relation to company as per Companies Act, 2013 and Secretarial Standards, SS-1 (Board meetings) & SS-2 issued by ICSI.

     

     

     

     

     

     

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