The Board of Directors of the Kina Stock Brokers Limited comprises of six persons viz., Nagaraju, Ishaan, Avikesh, Kiran Kumar, Shourya and Shreyas. A meeting of the Board was convened on 4 February 2025. The notice for
CS Professional · Drafting, Pleadings and Appearances · PYQS · June 2025
The Board of Directors of the Kina Stock Brokers Limited comprises of six persons viz., Nagaraju, Ishaan, Avikesh, Kiran Kumar, Shourya and Shreyas. A meeting of the Board was convened on 4 February 2025. The notice for which was issued on 15 January 2025. The notice was served to all the directors except Ishaan. During the board meeting on the scheduled date, a resolution was passed for the appointment of Meghna, as an Additional Director. Examine the validity of the resolution.
Answer & Explanation:
All the stipulations with respect to issuing Notices of Meetings emphasise that a Meeting should be called and held after issuing a proper Notice in the manner prescribed by Secretarial Standard-1. Any material irregularity in the Notice may affect the validity of the Meeting itself and the decisions taken thereat. Section 173 of the Companies Act, 2013 relating to Meetings of Board under sub-section (3) prescribes that a meeting of the Board shall be called by giving not less than 7 days' notice in writing to every director at his address registered with the company. Notice must be sent by hand delivery, post, or electronic means. Secretarial Standard on Board Meetings (SS-1) states that the notice of every Meeting shall be given to every Director in writing. Therefore, non-receipt of notice by any one director will render the meeting invalid. In the case of Parmeshwari Prasad Gupta v. Union of India 1973 AIR 2389 , where the Notice of a Meeting was not sent to all the Directors, it was held that resolutions passed at such a Meeting are not valid. In the light of the above discussion, we may say that the resolution passed at the meeting for the appointment of Meghna as Additional Director on the Board of Kina Stock Brokers Limited would not be valid as notice of the said meeting was not served on Ishaan, one of the directors.
Topics: Board Meetings
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