Name: Gayathri Anil

Div.: C
PRN: 19010126269
Course: BBA LLB
Q1) Statutory Compliances relating to the Meetings of a company’
The meaning and definition of the term 'Meeting' is not quite specified in the Companies Act of
2013, but based on common corporate setting and industry jargon, along with some of
the established judicial precedents and quotations from other prominent writers, one can
conclude that a 'Company Meeting' is essentially a gathering of a minimum of two people to
conduct any regular or exceptional business for authorized reasons. Put plainly, a meeting is a
gathering of multiple people in one location to discuss critical issues and voice their opinions on
the issues presented, but in a corporate setting being a company meeting.

A corporate meeting has the following characteristics:

 The meeting must be attended by two or more people all of whom are Company
members.
 The purpose of the gathering of people must be to discuss and transact legal business.
 Convening a meeting would need advance notification.
 The meeting must take place at a certain location, on a specific date, and at a specific
time.
 Companies Act regulations must be followed at the meeting.

The fact that a business or collective act should be carried out through a "meeting" has been
established firmly. The various rules and judgements sought to determine if a specific gathering
may be classified as a 'meeting' according to the law by assessing the authenticity of any
action or 'resolution,' or of a procedure or exchange. In our law, it appears to be well established
that an act cannot have legal force until a legally convened meeting has met. Unconstitutionality
can manifest itself in a variety of ways, affecting the meeting's composition.

Procedure of Meeting

A chairman is required to preside over a meeting. Controlling the meeting's proceedings would
be the responsibility of the chairperson. The chairman must guarantee that the members of the
meeting receive adequate notice and review the minutes from of the previous meeting. The
chairman guarantees that the conference goes place and ends on schedule. He maintains order
and manages the gathering, ensuring that everyone has an equal opportunity to speak. Motions
are brought to the chairman, who votes on them. The chairman must cast the deciding vote and
announce the outcome in the event of a tie. Board meetings can be called by the company's
secretary or a director. The Secretary or a director can summon a board meeting by following the
procedure outlined in the Companies Act, 2013. On the Chairman/Managing Director's
instruction, the meeting might be convened.

It is vital to provide sufficient and appropriate notice to guarantee that all parties involved are
aware of the information that will enable them to attend a meeting and engage in its discussions.
Also, the notification need to provide the pertinent information about the meeting's date, time,
and venue. The nature of the business and the reason for the meeting must be specified in the
notification, which can also be done independently or as part of the notice.

Quorum

The base attendance or 'quorum' for any meeting is determined under Section 103 of the
Companies Act. 1The quorum is known to be the requisite number of participants or members for
a valid meeting to take place and is also supposed to be one-third of the total number of
participants present, according to the text in Section 174 of the same act. 2A minimum of two
directors are needed to attend the meeting, however the rule does not apply if the firm is
controlled by a single individual. Once a quorum is established and reached, the meeting can be
conducted, and all votes and motions passed during such a meeting should follow the procedures
set forth in the Companies Act, and therefore should be carefully documented in the meeting
notes and minutes. In the case that the meeting is not convened in line with the regulations of the
Companies Act, the company's directors may be held guilty and be expected to pay a monetary
fine.

 In the event of a public corporation, the quorum should be 5 members if the number of
members on the day of the meeting is less than 1,000.
 If the number of members is greater than 1,000 but less than 5,000 on the day of the
meeting, the quorum is 15.
 If there are more than 5,000 members on the day of the meeting, the quorum is 30.
 The quorum for a private company is 2, but the articles of association may specify
differently.
1
Section 103 of The Companies Act 2013.
2
Section 174 of The Companies Act 2013.
According to Section 174(2), when there doesn't exist a quorum for a board meeting , the
directors have two options where either he moves to increase the number of directors to the
quorum size, or move to call a general meeting.3

Section 174(4) states that the board meeting is adjourned if a quorum is not present. This is
governed by the company's articles of incorporation and AOAs. As a result, the meeting will be
suspended unless the articles of incorporation indicate otherwise.4

Notice:

All shareholders must be notified in writing or electronically within 21 days of the event. Instead
of 21 days' notice, a section 8 corporation must give 14 days' notice. The term "clear days" refers
to the days preceding and after the date of serving of the notice of meeting.

If the company has summoned for an annual general meeting, the notice would include all
ordinary business that will be considered at the meeting; if in the case that the company has
called for an extraordinary general meeting, the notice will also include special business and
motions that will be debated at the meeting.

Voting rights

If a subject has to be decided during the meeting, the members will cast their votes in it. Every
member who is limited by company shares and has equity share capital has the right to vote on
all resolutions that come before the business, as according Section 50(2). Members who are
entitled to vote, according to Section 188(1), have voting rights on a poll in proportion to the
amount of shares they own in the company's paid-up equity share capital. In the case that an
investor owns 51 percent of the company's paid-up shares, he will be able to exercise more part-
time control. Unless they are directors of the firm, shareholders are not involved in day-to-day
activities. They are, however, tasked with other responsibilities, including making key choices by
casting a vote to adopt motions at meetings. The voting rights will be reduced if the number of
shares is reduced. Members of the organization can also vote on motions such as the firm's
liquidation process, restitution, or decrease of the equity or preference share capital. In order to
adopt a resolution, polls are held at a meeting. The chairman initiates the procedure and election
3
Section 174(2) of The Companies Act 2013.
4
Section 174(4) of The Companies Act 2013.
of directors and proposals for significant changes affecting the corporation are all part of the
democratic voting power. The voting procedure takes place during the company's annual general
meeting. Voting shall be done by a show of hands primarily as per Section 107, but upon
demand to poll i.e. Section 109 or conduct it electronically as per Section 108, the voting can
also be recorded. A corporation with 1000 or more shareholders that is registered under the
Companies Act of 2013 shall enable electronic voting to its shareholders. Through electronic
means, a member can vote even if they are not physically present at a meeting. A postal ballot
can be replaced by an electronic ballot.

Q2) Draft a notice for a meeting.

NOTICE OF A BOARD MEETING

25th January, 2022

Dear Sir/ Madam,

NOTICE is hereby given that, in line with Section 173 of the Companies Act, 2013, the
Company's Board of Directors has called a meeting for the date of February 23, 2022,
Wednesday at 2 p.m., at the Company's Registered Office, to determine the relevant and
following items on the agenda. The agenda for the meeting has been provided herewith. It is
hereby recommended that your kind selves make every effort to attend the meeting and
thoroughly review its contents.

Yours faithfully,

Company Secretary.

AGENDA OF THE MEETING

The following subjects will be discussed and decided as the agenda of the meetings at the
meeting, which will be convened on February 23, 2022 at 2 p.m. at the company's registered
office:

1. Welcoming the Chairman of the Board and the Confirmation of Quorum

2. Leave of Absence
3. Record notes of the minutes of the Meeting of the company.
 4. Deliberation and discussion of the minutes of the past board meeting.
5. Identify and nominate people from the Export Import Department to represent ABC Pvt.
Ltd. in matters governed by Section 420 of the Indian Penal Code.
6. Implementation of COVID-related regulatory and environmental changes that may have
an impact on the company's operations
7. Policy shifts as a result of continuous labour concerns
8. To express our deepest condolences to the late S. Dalal Singh, one of our most cherished
Board members and former Chief of Operations.
9. All other urgent business concerns as to be discussed.

ADDENDUM TO THE NOTICE OF BOARD MEETING

Addressed to all the members of ABC Pvt. Ltd. (hereinafter ‘the company’) had issued a notice,
dated 25th of January 2022, calling for a convening /meeting on Wednesday February 23rd 2022
at 2 PM at the Company’s Registered Office, ‘Board Room G’, in the 31st floor of the Arcadian,
Peelameedu, 2nd Cross Street, Coimbatore, Tamil Nadu, 641004 to transact the following
businesses as per the agenda of the meeting –

5. ‘Identify and nominate people from the Export Import Department to represent ABC Pvt.
Ltd. in matters governed by Section 420 of the Indian Penal Code.’

RESOLVED THAT in response to a complaint filed against ABC Pvt Ltd. (hereinafter referred
to as ‘the Client’) alleging a case of cheating, fraud and dishonest inducement in the delivery of a
consignment of IC (integrated circuit) chips imported from The Republic of Korea. Under
Section 420, Mr. Rohan Sharma and Mrs. Aditi G., the senior managers from our Export Import
Division are hereby appointed to aid and assist the client for the period until the final litigation is
tried and settled.

Explanatory Note:

Section 420 of the Indian Penal Code, 1860 - Whoever cheats and thereby dishonestly induces
the person deceived to deliver any property to any person, or to make, alter or destroy the whole
or any part of a valuable security, or anything which is signed or sealed, and which is capable of
being converted into a valuable security, shall be punished with imprisonment of either
description for a term which may extend to seven years, and shall also be liable to fine.
6. Introduction of policy and such changes due to the COVID pandemic that may affect the
functioning of the company:
"RESOLVED THAT, in light of the decrease in COVID instances and cases, key managerial
professionals appointed under Section 203 of the Indian Companies Act, 2013 should report
to the office on a daily basis, adhering to government-issued safety standards. Consultants,
Associates, and Managers are encouraged to spend at least three days of the six-day work
week in the office. Internships may be offered in any form virtual, offline, and hybrid or as
per the discretion of the individuals involved."
7. To deliberate policy adjustments in light of ongoing labor concerns
"RESOLVED THAT, in light of changes in Indian labor regulations, the following policy
revisions be made to streamline and enhance the Company's labor environment:
 Creating a corporate governance system to ensure that human rights obligations are met.
 Human rights awareness techniques are included into business and risk management.
 Implementing current work modes, such as work-from-home policies and laws governing
the freedom to disengage after a certain number of working hours.
 Adherence to national and global reporting systems for performance, concerns, rules of
the performance and suggestions in the benefit of various labor groups.

By order of the Board of Directors

ABC Pvt. Ltd

Sd/-

RK. Nandan

Company Secretary, Legal President.

25th January 2022.

Place: Coimbatore
Q3) BOARD RESOLUTION

[Printed on Letter Head of ABC Pvt. Ltd]

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE

BOARD OF DIRECTORS of ABC Pvt Ltd., held on 23rd February, 2022, 2 PM at ‘Board Room
‘G’, 31st Floor of the Arcadian, Peelameedu, 2nd Cross Street, Coimbatore, Tamil Nadu, 641004.

RESOLVED THAT the members of the Company ABC Pvt Ltd., have decided to authorise Mrs.
Sheila, having Permanent Account Number PAN -XY492BF9 to execute and submit all
necessary papers, letters, forms etc, to be submitted by the company in connection with all
important documents pertaining to administration and HR of the Company.

RESOLVED FURTHER THAT, any acts done and documents signed shall be binding on the
Company until the same is withdrawn by giving a written notice thereof.

RESOLVED FURTHER THAT, the power granted to Mrs. Sheila under this decision may be
revoked at any point in the future, for cause or without cause, by a Board Resolution or a written
order from Mr. Avinash Shah, Managing Director of the ABC Pvt. Ltd.

Avinash Shah

Signature of Authorized Signatory,

RESOLVED FURTHER THAT, a copy of the above resolution is duly certified as true by
authorised signatory of the company.

For the organization,

Sd/

Mr. Avinash Shah

Managing Director, ABC Pvt. Ltd.