Board Meetings v/s General Meetings

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