Lily Ltd. was merged with Rose Ltd. under a scheme of arrangement. The minutes of the Board meetings and general meetings were handed over to Rose Ltd. Advise the Rose Ltd. on the following proposals: Rose Ltd. proposes
CS Executive · Company Law · PYQS · June 2021
Lily Ltd. was merged with Rose Ltd. under a scheme of arrangement. The minutes of the Board meetings and general meetings were handed over to Rose Ltd. Advise the Rose Ltd. on the following proposals: Rose Ltd. proposes to keep minutes of its general meetings and board meetings at its factory premises.
Answer & Explanation:
Provisions of Companies Act, 2013 and Secretarial Standards: Rule 25 of the Companies (Management and Administration) Rules, 2014 along with Secretarial Standard - 1 (SS-1) (for Board Meetings) and Secretarial Standard - 2 (SS-2) (for General Meetings) prescribe the location for keeping minutes books. The Minutes Books of the General Meetings **shall be kept at the Registered Office of the company**. The Minutes Books of the Board Meeting shall be kept at the Registered Office of the company **or at such other place as may be approved by the Board**. Advice to Rose Ltd.: Rose Ltd. **can keep the Minutes of Board Meetings** at its factory premises, provided that such other place has been approved by the Board. However, the Minutes of General Meetings **are mandatorily required to be kept at the Registered Office of the company only**. Therefore, Rose Ltd. cannot keep the minutes of its general meetings at its factory premises.
Topics: Company Law
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