BOARD MEETINGS

I) A Board Meeting is provided under Section 173 of The Companies Amendment

Act, 2013.

1. Every Company shall hold its first first board meeting within 30 days from the
date of incorporation. After the first board meeting, every company shall
hold minimum four board meetings in a calendar year.
2. In holding board meetings during the year, there shall not be more than 120
days gap between two consecutive board meetings. However, the same has
been relaxed to 180 days now during COVID-19 Pandemic for the first two
quarters of Financial Year 2020-2021 as per General Circular No. 11/2020
dated 24.03.2020 issued by the MCA.

II) Meetings Through Video Conferencing or Audio-Visual Means

1. The participation of directors in a meeting of Board may be either in a person

or through video conferencing or audio-visual means as may be
prescribed which are capable of recording and recognizing the participants
and storing the proceedings of meetings along with date and time.
2. However, after the amendments during the ongoing pandemic, Board
meetings can be held through video conferencing or other audio visual
means for all matters including the otherwise restricted matters mentioned
in Rule 4 of the MBP Rules.

III) Notice for Board Meetings

1. Every board meeting shall be held by giving at least seven days’ notice in
writing to every director at his address registered with the company and such
notice shall be sent by hand delivery or by post or by electronic means.
 2. In order to transact urgent business, board meeting can be called by giving
shorter notice subject to the condition that at least one independent director
should be present at the meeting.

IV) Quorum for Board Meetings

1. It has been provided under Section 174 of The Companies Amendment Act,
2013 that quorum for meeting of Board of Directors of a company shall
be one third of the total strength or two directors, whichever is higher and
the participation through video conferencing or audio-visual means shall also
be counted for the purpose of quorum.
2. In case of section 8 company, quorum shall be eight members or 25 percent
of total strength whichever is less. Provided that the quorum in case of
section 8 company shall not be less than two members.
3. If the number of directors which are required to maintain quorum reduced
below the quorum fixed by the Act for a meeting of the Board, the continuing
directors or director may act for increasing the number of directors to that
fixed for quorum or for summoning a general meeting and for no other
purpose.

Pre-requisites for Conducting Meeting through VC or OAVM

1. That the Company shall make necessary arrangements to avoid failure of video or audio
visual connection;

2. That measures are taken to safeguard the integrity of the meeting by ensuring sufficient
security and identification procedures;

3. That the Company shall ensure availability of proper video conferencing or other audio
visual equipment or facilities for providing transmission of the communications for effective
participation of the directors and other authorized participants at the Board meeting;
4. That the recording of the meeting is stored safely and marking the tape recording(s) or
other electronic recording mechanism as part of the records of the Company at least before
the time of completion of Statutory Audit/ Secretarial Audit of that particular year;

5. That the Chairman of the meeting and each Director to ensure that no person other than
the concerned director is attending or have access to the proceedings of the meeting
through video conferencing mode or other audio-visual means;

6. That the Chairperson to ensure that participants attending the meeting through audio
visual means are able to hear and see the other participants clearly during the course of the
meeting. Provided that the persons, who are differently abled, may make request to the
Board to allow a person to accompany him.

Calling of Board Meeting

1. Company shall issue the Notice, Agenda and Notes to Agenda to every
Director at his address registered with the company not less than seven days before the
Meeting, unless the Articles prescribe a longer period. In case the Company sends the
Notice, Agenda and Notes to Agenda by speed post or by registered post, an additional
two days shall be added for the service of Notice.
2. Notice, Agenda and Notes to Agenda are issued by the Company Secretary or
where there is no Company Secretary, any Director or any other person authorized by
the Board for the purpose.
3. Notice shall inform the directors regarding the option available to them to
participate through video conferencing mode or other audio visual means, and shall
provide all the necessary information to enable the directors to participate through
video conferencing mode or other audio visual means.
4. A director intending to participate through video conferencing or audio visual
means shall communicate his intention to the Chairperson or the company secretary of
the company sufficiently in advance so that company is able to make suitable
arrangements in this behalf. [Rule 3(3) of the Companies (Meetings of Board and its
Powers) Rules, 2014]
5. Notes on items of business which are in the nature of Unpublished Price
Sensitive Information may be given at a shorter period of time than stated above, with
the consent of a majority of the Directors, which shall include at least one Independent
Director, if any. [Clause 1.3.7 of Secretarial Standard on meetings of Board of
Directors)]
6. Each item of business to be taken up at the Meeting shall be serially
numbered. Numbering shall be in a manner which would enable ease of reference or
cross-reference. [Clause 1.3.9 of Secretarial Standard on meetings of Board of
Directors)]
 ANNUAL GENERAL MEETINGS

AGM is a kind of interaction between the management and shareholders of the Company.

 All the companies are required to convene Annual General Meeting in every year
except One Person Company.
 The very First Annual General Meeting should be held within a period of nine (9)
months from the end of first Financial Year after its incorporation.
 Subsequent all Annual General Meeting after first AGM should be held within a
period of Six months from the end of Financial Year.
 Every Annual General Meeting should be held during business hours on any day
except national holiday.
 Annual General Meeting should be held either at the registered office or any place
within the city, town or village where such registered office is situated
 In case of unlisted company Annual General Meeting in any place other than in India
if consent of all the members is given to company in advance either by written or
through electronic mode.

Procedure to Hold an Annual General Meeting

The company must give a clear 21 days-notice to its members for calling the AGM. Such
notice should mention the place, the date and day of the meeting, time scheduled for
meeting and place of meeting.

Notice of AGM should be send to

 All the members of the company (including their legal representatives of a deceased
members and assignee of an insolvent member).
 All Directors of the Company.
  The Statutory auditor(s) of the Company.
Quorum Of AGM

In case of a Private Company, two members present at the meeting shall be the quorum for
the AGM.

In case of Public Company, the quorum is:

 Five members present at the meeting if the number of members is within one
thousand.
 Fifteen members present at the meeting if the number of members is more than one
thousand but within five thousand.
 Thirty members present at the meeting if the number of members is more than Five
thousand.

Note: In case the quorum for the meeting is not present within the half an hour from
the scheduled time, meeting will be adjourned to the same day in the following
week for the same time and at the same place.

Conducting Annual General Meeting:

 An AGM should be conducted during the Business hours only. The meeting can be
conducted on any day, which is not a national holiday, or any holiday declared by the
Central Government.
 The meeting can be held at any place which is within the limits of the city or town or
village in which the registered office is situated.
 A government company can also holds its AGM at any other place as the Central
Government may approve.
 An unlisted Company can hold its AGM at any place in India obtaining consent from
its members in writing or in electronic mode.
 In view of the COVID-19 outbreak, the Ministry of Corporate Affairs (‘MCA’) had
come up with the circular dated April 08, 2020[1] providing certain relaxations from
the provisions of Companies Act, 2013 (‘Act’) and rules made thereunder including
conducting the extra-ordinary general meeting (‘EGM’ or ‘Meeting’) for passing the
resolutions of urgent nature through video conferencing (‘VC’) and other audio visual
means (‘OAVM’) till June 30, 2020. Further, in order to provide more clarity on the
modalities to be followed by the companies for conducting EGM viz. manner of
issuance of notice, voting by show of hands and postal ballot etc., another circular
dated April 13, 2020[2](Collectively referred to as ‘EGM Circulars’) was brought in
force. In continuation to the aforesaid circulars and in view of the social distancing
norms and other restrictions thereof, MCA provided an extension of 3 months for
holding annual general meeting (‘AGM’) for the companies having the calendar year
as the financial year vide its circular dated April 21, 2020[3].

Now, considering the representations of various stakeholders, MCA has issued a

circular dated May 05, 2020 [4](‘AGM Circular’) in line with the relaxations provided
under the EGM Circulars to hold AGMs through VC/ OAVM.
While the AGM Circular will draw its reference from the EGM Circulars in terms of
the modalities, however, there are various issues worth discussing to understand the
scope, impact and applicability for companies to call AGM during the COVID-19 crisis.
This write-up focuses on some of the issues and also provides the comparison
between both the EGM Circulars and AGM Circular.

AGM are Conducted in following manner:

The company must give a clear 21 days’ notice to its members for calling the AGM. The
notice should mention the place, the date and day of the meeting, the hour at which the
meeting is scheduled. The notice should also mention the business to be conducted at the
AGM. A company should send the notice of the AGM to:
All members of the company including their legal representative of a deceased member and
assignee of an insolvent member.
The statutory auditor(s) of the company.
All director(s) of the company.
The notice may be given in writing through speed post or registered post or via electronic
mode. The notice should be sent to the address of the member as per the records of the
company.
In the case of electronic communication, the notice should be sent to the e-mail address of
the member as per the records of the company. The notice can be text typed in an email or
an attachment to an email. The notice of the AGM should be placed on the website of the
company or any other website as may be mentioned by the government.
An AGM can be called at a notice period shorter than 21 days if at least 95% of the members
entitled to vote in the meeting agree to the shorter notice. The consent may be given in
writing or through electronic mode.