MNC Limited is a public company that adheres to the corporate governance norms under the Companies Act, 2013. The company has a Board of Directors, along with a Company Secretary. In January 2024, the Board held a meetin

CS Professional · Governance, Risk Management, Compliances and Ethics · PYQS · June 2025
MNC Limited is a public company that adheres to the corporate governance norms under the Companies Act, 2013. The company has a Board of Directors, along with a Company Secretary. In January 2024, the Board held a meeting, and the next meeting was scheduled for May 2024. However, due to unforeseen circumstances, the Chairman decided to adjourn the May meeting without any objection from the majority of the directors present. Required: Narrate the procedure for convening a Board meeting. Who is authorized to summon a meeting? Is it in Chairman's Authority to adjourn the meeting?

Answer & Explanation:

Procedure for Convening a Board Meeting: Usually, the Chairman of the Board convenes a meeting of the Board through the Company Secretary. 1. People Authorized to Summon a Board Meeting for MNC Limited: Any Director of MNC Limited: Any director of MNC Limited has the authority to summon a Board meeting at any time. Company Secretary: The Company Secretary of MNC Limited (if appointed) or, in the absence of a Company Secretary, any person authorized by the Board of MNC Limited in this regard, is responsible for convening a Board meeting based on the requisition of a director. Consultation: When a Board meeting is being convened, the Company Secretary or the authorized person must do so in consultation with The Chairman of MNC Limited (if available), or In the absence of the Chairman, the Managing Director (MD) of MNC Limited, or In the absence of both, the Whole-time Director of MNC Limited (if any) unless otherwise provided in the Articles. Requisition by a Director: If a director of MNC Limited requisitions a Board meeting, the Company Secretary or the authorized person must convene the meeting in consultation with the appropriate individuals listed above. 2. Adjournment of the Board Meeting at MNC Limited: Chairman's Authority: The Chairman of MNC Limited has the authority to adjourn a Board meeting for any reason, unless there is dissent from the majority of directors present at the meeting. No Objection from Majority: The Chairman of MNC Limited may adjourn the meeting at any stage if the majority of directors present do not object to the adjournment.

Topics: Board Meetings

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