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1. CHAROTAR UNIVERSITY OF SCIENCE AND TECHNOLOGY (CHARUSAT)
FACULTY OF MANAGEMENT STUDIES (FMS)
INDUKAKA IPCOWALA INSTITUTE OF MANAGEMENT (IIIM)
MBA PROGRAMME (Batch: 2021-23),
SEMESTER-III
LEGAL ENVIRONMENT AND PUBLIC SYSTEM (LEPS)
A Presentation on
MEETING AND POWER OF BOARD
Submitted By:
Masum Patel - 21MBA083
Nayan Patel - 21MBA084
Nirangi Patel - 21MBA085
Nisarg Patel - 21MBA086

2. Meetings
• A Company is an association of several persons.
• Decisions are made in Company according to the view of the
majority.Various matters are discussed upon in meetings, which take
place between members and between the directors.
• The Companies Act 2013, contains several provisions for such
meetings. These provisions have to be understood and followed.
• For a meeting, there must be at least two persons, one member can not
constitute a company meeting even if he holds proxies for other
members.

3. Provisions Regarding Notice of General Meeting
• For General Meeting Notice must be provided at least 21 days before the
meeting as per Section 101.
• As per Section 101(3), notice of general meeting must be in writing and
should be give to –
1. All members as per the address available in register of members.
2. To Auditors
3. To preference Share holders
4. In case of Joint Holding, noticed is necessary only to first joint holder in
the register of members. i.e., to the one whose name appears first in the
register.

4. Board Meeting
• It includes Meetings of the Committees of the Board. A board meeting
is a meeting of a Company’s board of directors, held usually at certain
times of the year to discuss company wide Policies or Issues.
• Board meetings can happen more frequently, depending on how your
company works and how often your directors want to meet to review
processes and company progress.
• The purpose of board meetings is for the directors to talk about any
issues that the company is facing, review the company’s performance
and discuss new policies to be enacted.

5. Important Points to be noted for holding Board Meeting
• Notice of Calling of Board Meeting
• Preparation of the Agenda
• Proper Authority
• Chairman of the Meeting
• Duty of Directors

6. Proxies (Section 105)
• Members of Section 8 companies shall not be entitle to appoint proxies
unless such person is also a member.
• One Person can not represent proxy for more than 50 members or more than
10% of voting powers.
• The Central Government is now vested with the powers to prescribe a class
or classes of companies whose members shall not be entitled to appoint
another person as proxy.
• Now a member of Private company can appoint more than one proxy to
attend on the same occasion.

7. Adjournment of Meeting
• Adjournment means suspending a meeting after it has been duly
commenced to be resumed at a later date and time fixed in the meeting itself
at the time of adjournment or to be decided later on.

8. Voting at Board Meeting
• Matters at a board meeting are decided by a majority of votes. There are three
exceptions to the majority rule. In the following matter, unanimous approval of
board is required:
1. Appointment of managing director, if the person is already a managing
director or manager (Section 203 of Companies Act, 2013)
2. Appointment of manager, if the person is already a manger (Section 203 of
Companies Act, 2013)
3. Inter- corporate loan (Section 186 of Companies Act, 2013)
• A director cannot participate or vote on the resolutions in which he/she is
interested.

9. Minutes of Board Meeting
• Minutes means the official record of the proceeding of a meeting. It should be
recorded within 30 days from the conclusion of meeting.
Why do you need to take board meeting minutes?
Once approved board minutes become a legal record of what occurred in the meeting.
Effective board meetings minute serve as a reference point for future decision-
making.
What not to include in board meeting minutes?
× Don’t include how individuals voted.
× Don’t include particular board members opinions.
× Don’t include summaries of documents or presentations.

11. Chairman and his power
• Power of the chairman of a general meeting
i. Section 107 of the Act empowers the chairman to declare the result of voting by show
of hands.
ii. As per section 109 of the Act the chairman of the meeting shall have the power to
regulate the manner in which the poll shall be taken
iii. The chairman has to ensure that proper and correct minutes are prepared and signed
within the time specified in the Act.
• Power of Board of Directors
i. To make calls on share.
ii. To invest funds of the company.
iii. To approve financial statement and the boards report.
iv. To diversify the business of the company.
v. To take over a company or acquire a controlling or substantial stake in another
company.