The articles of association of Bright Ltd. provides that a meeting of the Board of directors shall be held at 10.00 A.M. on the first Saturday of every month. Relying on this, the company did not send notice to the direc
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2016
The articles of association of Bright Ltd. provides that a meeting of the Board of directors shall be held at 10.00 A.M. on the first Saturday of every month. Relying on this, the company did not send notice to the directors for the Board meeting held on Saturday, 2nd April, 2016. The validity of Board meeting was questioned by directors Somya and Tony saying that notices were not sent to them. Are Somya and Tony justified in questioning the validity of the meeting? Advise.
Answer & Explanation:
The Secretarial Standard -1 on the meeting of the Board of Directors provides : 1.3.5 The Notice of a Meeting shall be given even if Meetings are held on pre-determined dates or at pre-determined intervals. 1.3.6 Notice convening a Meeting shall be given at least seven days before the date of the Meeting, unless the Articles prescribe a longer period. Further Section 173(4) of the Companies Act, 2013 provides that every officer of the company whose duty is to give notice under this section and who fails to do so shall be liable to a penalty of twenty-five thousand rupees. Therefore, questioning the validity of the meeting by Somya and Tony is valid as the SS-1 requires that the notice shall be given for the predetermined meeting also.
Topics: Secretarial Standards
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