9911796707
TMI BlogAGENDA TO BOARD MEETINGX X X X Extracts X X X X X X X X Extracts X X X X ..... AGENDA TO BOARD MEETING - By: - Mr. M. GOVINDARAJAN - Corporate Laws / IBC / SEBI - Dated:- 3-9-2015 - - The term agenda is a Latin word. Originally the plural of Latin gerund agendum is now treated as a singular noun. Agenda gives the list of matters to be discussed in a meeting. The first step in improving meetings is to improve meeting agendas. Each meeting should have an agenda, preferably one developed prior to the meeting. It should be sent to participants in advance, if possible. Agenda should include the following information: Purpose of the meeting. Topics (framed in the form of a question that defines each item and why it is being discussed.) The lead person for each topic (usually the person who will introduce t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he topic). Time estimates. The Companies Act, 2013 prescribes various type of meetings, such as Board meeting, Annual general meeting, extra ordinary general meeting etc., For each meeting the preparation of Agenda is highly required that are to be discussed in the respective meeting. In this article the provisions relating to agenda to board meeting are discussed with reference to Companies Act, 2013 , the Companies (Meetings of Board and its Powers) Rules, 2014 , Secretarial Standard 1 and the Responses by the ICSI, New Delhi on queries received on Secretarial Standard 1 by the Institute. Besides agenda notes on agenda are usually sent to the directors before the board meeting. Why agenda to be sent Directors ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... need to be informed about the meeting and the business to be transacted in the meeting. Therefore the agenda and notes on the agenda are sent to all Directors. The directors may seek and obtain further information on items of agenda before the meeting to have meaningful participation at the meeting. Dispatch of agenda The agenda, setting out the business to be transacted at the Meeting and the notes on agenda shall be given to the directors at least 7 days before the date of meeting unless otherwise the Articles prescribe a longer period. It is not required to send the agenda along with the notice. It is better to send the agenda and notes on agenda along with the notice. Even agenda and notes on agenda of a board meeting may b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e sent separately. There is no restriction for this but subject to the condition that both should be sent at least 7 days before the meeting. Agenda and notes on agenda shall be sent to all Directors by hand or by speed post or by registered post or by courier or by e-mail or by any other electronic means. These shall be sent to the postal address or email address or any other electronic address registered by the Director with the company or in the absence of such details or any change thereto, to any of such addresses appearing in the Director Identification Number registration of the Directors. In case the company sends the agenda and notes on agenda by speed post or by registered post or by courier, an additional two days shall ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be added for the service of agenda and notes on agenda. If the same are sent by FAX or by email or any other electronic mode to all directors and additionally if it is sent by speed post or by registered post or by courier to any or all the directors pursuant to the request or otherwise, additional two days need not be added. The agenda and notes on agenda shall also be sent to the original director at the registered address with the company, even if these have been sent to the alternate Director. The purpose for this is that the alternate director vacates the office the moment the original director returns to India. Like other directors on the Board, the Original Director is equally responsible and liable for all decisions taken at th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e meeting of the Board and should have knowledge of developments. Therefore notice, agenda and notes on agenda shall also be sent to Original Director. If notice is sent at a shorter period of time, agenda and notes on agenda may also be sent at the same shorter period of time. Unpublished price sensitive information Unpublished price sensitive information means any information, relating to a company or its securities, directly or indirectly, that is not generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following: Financial results; Dividends; Change in capital structure; Mergers, de-mergers, acquisiti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ons, delisting, disposal and expansion of business and such other transactions; Changes in any key managerial personnel; and Material events in accordance with the listing requirements. Notes on items of business which are in the nature above said unpublished price sensitive information may be given at a shorter period of time stated than above, with the consent of the majority of the Directors, which shall include at least one Independent Director, if any. The general consent for giving notes on items of agenda which are in the nature of unpublished price sensitive information at a shorter notice may be taken in the first meeting of the Board held in each financial year and also whenever there is any change in Directors. Where ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... general consent has not been taken, the requisite consent shall be taken before the concerned items are taken for consideration at the meeting. The fact of consent having been taken shall be recorded in the minutes. Proof of sending and Delivery Proof of sending agenda and notes on agenda and their delivery shall be maintained by the company. While delivering notice or agenda or notes on agenda by hand signature of the Director or of his authorized representative can be taken on the office copy of the notice or agenda or notes on agenda as an acknowledgement, which can be maintained. The company may also maintain a register for this purpose whose signature or his authorized representative could be obtained. The notice or ag ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... enda or notes on agenda of a meeting can also be sent electronically. Any document sent through electronic mode should be sent through such means where proof of delivery can be received. The proof of dispatch and delivery of the notice or agenda or notes on agenda should be preserved in good order in physical or electronic form as long as they remain current or for eight financial years, whichever is later and may be destroyed thereafter with the approval of the Board meeting in line with requirements for the destruction of the other records of the company. The proof of delivery of notice, agenda, notes on agenda etc., can be maintained and prescribed in soft form also. Director to confirm the receipt The director attending t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he meeting through video conferencing or other audio visual means shall state for the record the following: Name; The location from where he is participated; That he has received the agenda and all the relevant materials for the meeting. At the meeting Rule 11(a) provides that at the end of discussion on each agenda item, the Chairperson of the meeting shall announce the summary of the decision taken on such items along with the names of the directors, if any, who dissented from the decision taken by the majority. If there is no independent director of no independent director is present at the meeting, supplementary notes on any of the agenda items may be taken up with the consent of a majority of the directors pre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sent in the meeting. Any items not included in the agenda can be taken up at the meeting for consideration with the permission of the Chairman and with the consent of a majority of the directors present in the meeting, which shall include at least one independent director, if any. Secretarial auditor to report The Secretarial audit requires that the Secretarial auditor to report whether agenda and detailed notes on agenda are sent at least 7 days as advance to all directors. Agenda on meetings of Committees of Board The requirement of 7 days notice, agenda etc., would also apply to meetings of Committees. The scope of Secretarial Standard 1 clearly states that the principles enunciated in this Standard for meetings o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the Board of Directors are also applicable to meetings of Committee(s) of the Board, unless otherwise stated herein or stipulated by any other applicable guidelines, rules or regulations. - - Scholarly articles for knowledge sharing authors experts professionals Tax Management India - taxmanagementindia - taxmanagement - taxmanagementindia.com - TMI - TaxTMI - TMITax ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
