ABC Ltd. a section 8 company has been incorporated on 15th April, 2013, with 19 directors in its Board. The first Board meeting was held on 13th May, 2013 with 7 directors as quorum. (a) The company had approached you to

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · June 2023
ABC Ltd. a section 8 company has been incorporated on 15th April, 2013, with 19 directors in its Board. The first Board meeting was held on 13th May, 2013 with 7 directors as quorum. (a) The company had approached you to advice on the validity relevant to the quorum and the date of its first Board meeting. Advice. (b) Also advise the company in deciding the date of the next Board meeting.

Answer & Explanation:

As per Section 173(1) of the Companies Act, 2013 (the Act), every Section 8 Company incorporated under the Companies Act, 2013, shall hold its first Board meeting within 30 days of its incorporation as other Companies incorporated under the Companies Act, 2013, are required to do. Section 173(1) also provides for the subsequent Board meetings of a Section 8 Company as," section 173(1) shall apply to section 8 companies, to the extent that the Board of Directors, of such Companies shall hold at least one meeting within every 6 calendar months. Section 174 indicates the quorum for the Board meeting of a section 8 Company is "either 8 members or 25% of its total strength whichever is less, provided that lesser number is not less than 2. (a) First Board meeting held on 13th May 2013: Meeting held on 13th May, 2023, is in order regarding the date, as it was conducted within 30 days of its incorporation on 15th April, 2023. Quorum as per requirement was, the lesser of the following - (i) 8 Members of the Board or (ii) 25% of the Total strength of 19, which is 4.75, rounded of to 5. Lesser is 5. As 7 members attended the meeting, quorum was also in order. (b) The first board meeting was held on 13th May, 2013 (i.e. for first six calendar months 01st January, 2013 to 30th June, 2013). The Board meeting is to be conducted in every 6 calendar months. The next can be held in between 1st July 2023 and 31st December, 2023.

Topics: Board Meetings

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