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MEETING OF BOARD OF DIRECTORS (BOARD MEETING) :

Every company shall hold its first board meeting within 30 days from the date of incorporation. After the first board meeting, every company shall hold minimum four board meetings in a calendar year.

The gap between two consecutive board meetings shall not be more than 120 days.

In case of one person company, dormant company, small company, section 8 company and private company (if such private company is a start-up) this section is deemed to have been complied if at least one board meeting has been held in each half of a calendar year and the gap between two meetings shall not be less than 90 days.

Note: Small company as defined under section 2(85) of Companies Act 2013 as effective from 01.04.2021 is a company having Paid-up capital of the company should not exceed Rs 2 Crores and turnover of the company should not exceed Rs 20 Crores.

The earlier threshold was Rs. 50 lacs or less in paid-up capital and Rs. 2 crore or less in turnover.

Notice for Board Meeting

Notice convening a Meeting shall be given at least seven days before the date of the Meeting, unless the Articles prescribe a longer period.

It shall be given in writing to every director at his address registered with the company and such notice shall be sent by hand delivery or by post or by electronic means.

Meetings through video conferencing or audio visual means

The participation of directors in a meeting of Board may be either in a person or through video conferencing or audio visual means as may be prescribed

• Which are capable of recording and

• recognising the participants and

• storing the proceedings of meetings along with date and time.

Quorum for Meeting of Board of Directors

The quorum for meeting of Board of Directors of a company shall be one third of the total strength or two directors, whichever is higher.

In case of section 8 company, quorum shall be eight members or 25 percent of total strength whichever is less.

Where at any time the number of interested directors exceeds or is equal to two-third of total strength, the number of directors who are not interested and present at the meeting, being not less than 2, shall be the quorum during such time.

Meeting of Members (General Meeting):

There are two types of General Meeting:

i) Extra- ordinary General Meeting

ii) Annual General Meeting

Annual General Meeting

• As per Companies Act, an annual general meeting must be held by every company once a year without fail.

• There cannot be a gap of more than 15 months between two AGMs.

• However, the first AGM of a company can be held at any date, within a period of 18 months, since the date of incorporation of the company.

• The annual general meeting of a company shall be held within 6 months from the date of signing of audit report or 30th of September whichever is later.

Notice for Annual General Meeting

A notice period of 21 clear days must be given to all the members before the meeting

However, there is an exception to this rule. If all the voting members consent, the meeting may be held at an earlier date.

The following documents are to be sent with the notice of an AGM:

• Copy of Annual Reports of the company

• In case there is E-Voting the step wise instructions are to be sent to the shareholders.

Quorum for Annual General Meeting

Unless the articles of the company state otherwise, the quorum for an Annual General Meeting is as follows :

Public companies – At least 5 members must be present.

Other companies – At least 2 members must be present within half an hour of the commencement of the meeting.

Minutes of the Meeting of a Company to be maintained at the registered office:

• The minutes of the meeting refers to the record of proceedings of the meeting of a company.

• Minutes help in understanding the decisions and actions taken during the conduct of a meeting of board of directors and members.

• Every company shall keep minutes of all Board and committee meetings in a Minutes Book.

• Minutes maybe maintained either in physical or electronic form with a time stamp . In case minutes is maintained in physical form it shall be kept at the registered office or such other place as maybe prescribed.

Overview and rules prescribed for minutes:

The Institute of Company Secretaries of India has prescribed following Secretarial standards governing minutes of the meetings :

SS-1- Secretarial Standard on Meetings of the Board of Directors

• It contains the guidelines regarding :

o Convening a meeting

o Frequency of Meeting

o Quorum of Board Meeting.

o Attendance of Meeting

o Minutes

SS-2 Secretarial Standard on General Meetings

• It contains the rules and guidelines governing a general meeting:

o Frequency of Meetings.

o Notice

o Quorum of General Meeting

o Presence of Directors and Auditors-

SS-5 Secretarial Standard on Minutes

However currently it is mandatory for all the companies to follow SS-1 and SS-2 as described in section 118 of Companies act 2013.

Minutes of Meeting Types:

There are two types of minute meetings:

i) Physical Meetings Minutes

It holds the place of the meeting at which the meeting has been held physically.

ii) Online Meetings Minutes

It hold the place of meeting as the platform on which the meeting has been held like Google meet, Zoom Meeting, Microsoft Team, and so more.

Types of Resolution in Meetings:

Resolution by Board of Directors

i) Resolution by majority (≥51%)

It is goverened by approval of majority of members .

ii) Unanimous resolution (100%)

It is goverened by approval of all the members present at the meeting.

Resolution by Members:

Resolution by Members:

It is goverened by approval of majority of members .

ii) Special Resolution (>75%)

The votes cast in favour of the resolution are not less than three times the number of the votes, if any, cast against the resolution by members.

Matters transacted at the General Meeting is classified into:

i) “Ordinary business” means the business in AGM :

a) the consideration of financial statements, consolidated financial statements, if any, and the reports of the Board of Directors and Auditors;

b) the declaration of any dividend;

c) the appointment of Directors in the place of those retiring; and

d) the appointment or ratification of Auditors and fixing their remuneration.

ii) “Special Business” means any other business transacted in AGM other than the ordinary business.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013.

1. A statement setting out the material facts in the nature of concern of interest, financial or otherwise of every Director and the manager and every other key managerial person and relatives.

2. Information and facts to enable members to understand the meaning, scope and implications of the items of business and to take decision thereon:-

3. None of the Director of the Company or their respective relative is concerned or interested, financial or otherwise, in passing of the above mentioned resolutions.

Draft Format of Resolution :

Extracts of Ordinary Resolution :

Appointment of Director

Proposed by : Mr. Animesh.

Seconded by : Mr. Bharat

The following Resolution having been proposed and seconded by the aforementioned two Members, was put to vote as an Ordinary Resolution:

“RESOLVED that pursuant to Section 152 of the Companies Act, 2013, Mr. Animesh , who retires by rotation and, being eligible for re-appointment, offers himself for reappointment, be and is hereby re-appointed as a Director of the Company liable to retire by rotation.”

On a show of hands, the Chairman declared the aforesaid Ordinary Resolution carried unanimously.

Extracts of Special Resolution :

Shifting of Registered Office

To consider and, if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED that pursuant to Section 13 and other applicable provisions, if any, of the Companies Act, 2013, and subject to the approval of the Regional Director, the Registered Office of the Company be shifted from the 38, Rani Jhansi Road, Paharganj, Delhi-110056 (New Delhi) to the 11, Aniyali Bhimji, Gujrat- 382250 (Gujrat).

RESOLVED FURTHER that Clause - II of the Memorandum of Association of the Company be altered by substitution of the words ........... in place of the words .................

RESOLVED FURTHER that the Board of Directors of the Company be and is hereby authorised to file the necessary petition(s) before the Regional Director, ........... Region for confirmation of the alteration of Clause - II of the Memorandum of Association of the Company as aforesaid and to carry out all other acts and deeds as are necessary in connection therewith, including compliance of directions, if any, of the concerned authorities.”

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013.

Item No. 1

At the Board meeting held on 13th day of November,2021 the Directors of the Company put forward the proposal to change the registered office of the company from 38, Rani Jhansi Road, Paharganj, Delhi-110056 (New Delhi) to the 11, Aniyali Bhimji , Gujrat- 382250 (Gujrat) due to better business opportunities in the new location.

As a result of change in the registered office, the clause II of the Memorandum of Association is also required to be suitably amended.

Your Directors recommend the above as Special Resolution.

None of the Directors or their relatives are deemed to be concerned or interested in any way in this resolution.

BY THE ORDER OF THE BOARD

XYZ Ltd.

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