A Company is desirous of calling an urgent meeting of its board in the next four days. The executive director wants to know from you the process to be followed for convening this meeting?

CS Executive · Company Law · PYQS · December 2021
A Company is desirous of calling an urgent meeting of its board in the next four days. The executive director wants to know from you the process to be followed for convening this meeting?

Answer & Explanation:

Section 173 of the Companies Act, 2013 provides that not less than seven days' notice in writing shall be given to every director at the registered address as available with the company. The notice can be given by hand delivery or by post or by electronic means. The SS-1 states that in case the company sends the Notice by speed post or by registered post or by courier, an additional two days shall be added for the service of Notice. In case the Board meeting is called at shorter notice to transact urgent business, at least one independent director shall be present at the meeting. If he is not present, then decision of the meeting shall be circulated to all directors and it shall be final only after ratification thereof by at least one Independent Director, if any. As per SS-1, In case the company does not have an Independent Director, the decisions shall be final only on ratification thereof by a majority of the Directors of the company, unless such decisions were approved at the Meeting itself by a majority of Directors of the company. The fact that the Meeting is being held at a shorter Notice shall be stated in the Notice. The SS-1 issued by ICSI requires a company to circulate agenda, setting out the business to be transacted at the Meeting, and Notes on Agenda to the Directors at least seven days before the date of the Meeting, unless the Articles prescribe a longer period. Notes on items of business which are in the nature of Unpublished Price Sensitive Information may be given at a shorter period of time than stated above, with the consent of a majority of the Directors, which shall include at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. Hence a meeting with a shorter notice can be held, provided the above provisions are followed.

Topics: Board Meetings and Powers of the Board

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