Professional Documents
Culture Documents
Exemption by notifications
173 (2):
Continued
Continued
4. Whether Director (s) opting to participating
through video conference is/are required to
confirm.
173(4):
Default in giving notice, every officer liable to a
penalty of Rs. 25,000/-
173 (5):
One Person Company, Small Company and
Dormant Company.
174 (2):
If the number is reduced below the quorum.
174 (3):
Explanation:
1. Any fraction of a number shall be rounded off as One
2. Total strength does not include directors whose places
are vacant
175 (1):
Conditions for passing resolutions by circulation
175 (2):
Whether resolutions passed by circulation should be
taken note by the Board ?
176:
Any act done by a person as a Director shall not be
invalid till it is discovered that his appointment is
invalid/defective.
177 (1):
Criteria for constituting Audit Committee
Every listed Company
Every other Public Company having:
Composition
Consist of 3 Directors with majority of
independent directors.
Qualifications of members
Majority of members including its
Chairman shall be persons with ability to
read and understand the financial
statement.
177 (3):
177 (6):
The Audit Committee shall have the power:
1. to investigate matters specified in section 177 (4)
2. to obtain professional advise from external source
3. to have access to records of the Company
177 (7):
Auditors and KMP shall have right to be herd in the
meeting of the Audit Committee but shall not have
the right to vote.
177 (8):
Disclosure in Boards Report shall be made:
Criteria:
1. Every listed Company
2. Companies which accept deposits from the public
3. Companies which have borrowed money from
banks and public financial institutions in excess
of Rupees Fifty Crore
177 (10):
Purpose:
To provide for adequate safeguards against
victimization of persons.
Constitution:
- 3 or more non-executive directors out of which not
less than half shall be independent directors.
Duties/ Powers:
1. Identify persons who are qualified to become
directors
2. Recommend to the Board for appointment or
removal
3. Carry out the evaluation of every Directors
performance.
4. Formulating criteria for determining qualifications,
and independence of directors.
Continued..
Continued..
Criteria:
Company having more than 1000 share holders,
debenture holders, deposit holders and any other
security holder at any time during the financial
year.
Members :
Chairperson shall be non- executive director
Other members as may be decided buy the Board
178 (6):
Purpose:
- To consider and resolve the grievances of stake
holders of the company.
178 (7):
Continued
Continued
6. To grant/give loan/guarantee/securities for any
loan
7. To approve financial statement and Boards report
8. To diversify business of the Company
9. To approve amalgamation, merger / reconstruction
10. To Take over a Company/acquire a controlling or
substantial stake in another company
11. Any other matter which may prescribed.
Powers to be exercised at Board Meeting [As per
draft Rules for Chapter XII]:
1. To make political contributions
2. To fill a casual vacancy in the Board
3. To enter into a joint venture /technical or financial
collaboration
4. To commence a new business
5. To shift the location of a plant or factory or the
registered office
6. To appoint or remove (KMP) and senior management
personnel one level below the KMP
Continued.
Continued.
7. To appoint internal auditors
8. To adopt common seal
9. To take note of the disclosure of directors interest
and shareholding
10. To sell investments held, constituting 5 % or more of
the paid up share capital and free reserves of the
investee company
11. To accept public deposits and related matters
12. To approve quarterly, half yearly and annual
financial statements
Delegation of powers:
The Board may, by passing resolutions, delegate its
power to any committee or the managing director or
the manager or any other principal officer of the
Company; the following powers:
To borrow monies
To Invest Funds of the company
To Grant loan/give guarantee/ Provide securities in
respect of loans
Powers to be exercised only with the consent of
the Company by Special Resolution:
Continued.
Continued.
Criteria:
A company other than:
a Government company and
a company which has been in existence for less than
3 financial years
Continued
Continued.