The document discusses resolutions that can and cannot be passed by circulation under the Companies Act 2013. It provides that while some routine matters can be approved by circulation, matters like mergers, financial statements, borrowing require board approval through meetings. Resolutions passed by circulation have equal authority as those passed in meetings, provided certain procedures are followed like sending documents to all directors and obtaining majority approval. The key highlights are: (1) At least 4 board meetings must be held annually, (2) Certain matters listed can only be approved in meetings, (3) Resolutions are deemed passed on date of obtaining majority approval.
In the context of a company, the word ‘meeting’ implies
The coming together of a certain number of members;
For transacting the business in the agenda;
For which a previous notice has been issued.
In the context of a company, the word ‘meeting’ implies
The coming together of a certain number of members;
For transacting the business in the agenda;
For which a previous notice has been issued.
OBJECTIVE
“Strike off” or “Removal of name of the company from the Register of Companies” is the process of closing down a company without undergoing the lengthy procedure of liquidation. The provisions of Companies Act, 2013 (the Act) relating to strike off provide an opportunity to the non working companies to get their names struck off from the records of Register of Companies. This system provides fast track exit to such companies. The webinar covers the legal provisions of Sections 248 to 252 of the Act read with the Rules relating to strike off of company along with judicial precedents and statistics.
Strike off (easy exit) way to shut down a company (kn p partners)ADITYA PANDEY
The defunct companies are also required to comply the Company Law provisions and file requisite forms. In case of default the penalty under Act is so high. So, it is better to strike off the company, once you decide to stop the business and avoid penalty and litigation.
Corporate Law - COMPANY SECRETARY
QUALIFICATIONS OF THE SECRETARY
QUALTITIES OF THE COMPANY SECRETARY
DUTIES OF COMPANY SECRETARY
STATUTORY DUTIES
FUCTIONS OF SECRETARY.
LEGAL POSTION OF THE SECRETARY
ACTUAL POSITION OR STATUS OF A COMPANY SECRETARY
APPOINTMENT OF A COMPANY SECRETARY
The Companies Act, 1956 (referred as "the Act, 1956") do not directly talks about ID's, as no such provision exists regarding the compulsory appointment of ID's on the Board. However, Clause 492 of the listing agreement which is applicable on all listed companies mandates the appointment of ID's on the Board.
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). The webinar covers the aspects of various provisions involved in winding up as enshrined in Companies Act, 2013 along with judicial precedents.
Drafting minutes and resolutions from Members and Board MeetingsBenjamin Ang
Learn how to identify what decisions can be made at Board meetings or Members meetings, what documents are required to prepare for the meetings, how to take minutes at the meetings, and how to draft Board resolutions or Members resolutions - all under the Companies Act, Singapore
Company Directors as per Companies Act 2013Karan Kumar
A detailed review of the rules and regulations for the Directors of Companies as per the Companies Act 2013. It includes an overview of the types of directors, their appointment, resignation and removal, roles and responsibilities a Director must adhere to. Useful for Commercial Law students B. Com, BBA and MBA students.
Appointment & Remuneration of Managerial PersonnelJitender Ahlawat
This Presentation explains the detailed provisions of Companies Act, 2013 relating to the appointment and remuneration of Managing Director, Whole Time Director or Manager (Managerial Personnel) (Managerial Remuneration).
Lesson 23 Mega Firm - Company law- By Dipti DhakulDipti Dhakul
What is Multidisciplinary/Mega Firm?
Why do we need such firms, list the pre-requisites for such firms, benefits and risks?
Benefits and Risks of Mega Firms
OBJECTIVE
“Strike off” or “Removal of name of the company from the Register of Companies” is the process of closing down a company without undergoing the lengthy procedure of liquidation. The provisions of Companies Act, 2013 (the Act) relating to strike off provide an opportunity to the non working companies to get their names struck off from the records of Register of Companies. This system provides fast track exit to such companies. The webinar covers the legal provisions of Sections 248 to 252 of the Act read with the Rules relating to strike off of company along with judicial precedents and statistics.
Strike off (easy exit) way to shut down a company (kn p partners)ADITYA PANDEY
The defunct companies are also required to comply the Company Law provisions and file requisite forms. In case of default the penalty under Act is so high. So, it is better to strike off the company, once you decide to stop the business and avoid penalty and litigation.
Corporate Law - COMPANY SECRETARY
QUALIFICATIONS OF THE SECRETARY
QUALTITIES OF THE COMPANY SECRETARY
DUTIES OF COMPANY SECRETARY
STATUTORY DUTIES
FUCTIONS OF SECRETARY.
LEGAL POSTION OF THE SECRETARY
ACTUAL POSITION OR STATUS OF A COMPANY SECRETARY
APPOINTMENT OF A COMPANY SECRETARY
The Companies Act, 1956 (referred as "the Act, 1956") do not directly talks about ID's, as no such provision exists regarding the compulsory appointment of ID's on the Board. However, Clause 492 of the listing agreement which is applicable on all listed companies mandates the appointment of ID's on the Board.
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). The webinar covers the aspects of various provisions involved in winding up as enshrined in Companies Act, 2013 along with judicial precedents.
Drafting minutes and resolutions from Members and Board MeetingsBenjamin Ang
Learn how to identify what decisions can be made at Board meetings or Members meetings, what documents are required to prepare for the meetings, how to take minutes at the meetings, and how to draft Board resolutions or Members resolutions - all under the Companies Act, Singapore
Company Directors as per Companies Act 2013Karan Kumar
A detailed review of the rules and regulations for the Directors of Companies as per the Companies Act 2013. It includes an overview of the types of directors, their appointment, resignation and removal, roles and responsibilities a Director must adhere to. Useful for Commercial Law students B. Com, BBA and MBA students.
Appointment & Remuneration of Managerial PersonnelJitender Ahlawat
This Presentation explains the detailed provisions of Companies Act, 2013 relating to the appointment and remuneration of Managing Director, Whole Time Director or Manager (Managerial Personnel) (Managerial Remuneration).
Lesson 23 Mega Firm - Company law- By Dipti DhakulDipti Dhakul
What is Multidisciplinary/Mega Firm?
Why do we need such firms, list the pre-requisites for such firms, benefits and risks?
Benefits and Risks of Mega Firms
Auditors are appointed by the members at the general meeting of the Company, similarly power to remove auditor before his/her/its term is also entrusted with the members. Further in case of resignation of auditor the casual vacancy arise will be also be filled ultimately through members of the Company at the members meeting.
Section 139 of Companies Act, 2013 (“Act”) explains the situation of casual vacancy whereas Section 140 of the Act deals with removal, resignation of auditor and giving of special notice.
OBJECTIVE
Merger and Amalgamation (M&A) is one of the forms of Corporate Restructuring. M&A transactions are generally done to diversify the business, reduce competition, exercise increased scale of operations, to focus on core businesses to streamline costs and improve profit margins, etc. Provisions for merger and amalgamation under Companies Act, 2013 also includes demerger. The webinar deals with the provisions of merger and amalgamation enshrined in Companies Act, 2013 read with Rules made there under, legal formalities involved and judicial precedents.
Responsibilities of the office bearers while registering multi-state cooperat...Finlaw Consultancy Pvt Ltd
Introduction-
The process of register multi-state cooperative society in India is governed by the Multi-State Co-operative Societies Act, 2002. This process requires the office bearers to undertake several crucial responsibilities to ensure compliance with legal and regulatory frameworks. The key office bearers typically include the President, Secretary, and Treasurer, along with other elected members of the managing committee. Their responsibilities encompass administrative, legal, and financial duties essential for the successful registration and operation of the society.
ALL EYES ON RAFAH BUT WHY Explain more.pdf46adnanshahzad
All eyes on Rafah: But why?. The Rafah border crossing, a crucial point between Egypt and the Gaza Strip, often finds itself at the center of global attention. As we explore the significance of Rafah, we’ll uncover why all eyes are on Rafah and the complexities surrounding this pivotal region.
INTRODUCTION
What makes Rafah so significant that it captures global attention? The phrase ‘All eyes are on Rafah’ resonates not just with those in the region but with people worldwide who recognize its strategic, humanitarian, and political importance. In this guide, we will delve into the factors that make Rafah a focal point for international interest, examining its historical context, humanitarian challenges, and political dimensions.
How to Obtain Permanent Residency in the NetherlandsBridgeWest.eu
You can rely on our assistance if you are ready to apply for permanent residency. Find out more at: https://immigration-netherlands.com/obtain-a-permanent-residence-permit-in-the-netherlands/.
A "File Trademark" is a legal term referring to the registration of a unique symbol, logo, or name used to identify and distinguish products or services. This process provides legal protection, granting exclusive rights to the trademark owner, and helps prevent unauthorized use by competitors.
Visit Now: https://www.tumblr.com/trademark-quick/751620857551634432/ensure-legal-protection-file-your-trademark-with?source=share
Matthew Professional CV experienced Government LiaisonMattGardner52
As an experienced Government Liaison, I have demonstrated expertise in Corporate Governance. My skill set includes senior-level management in Contract Management, Legal Support, and Diplomatic Relations. I have also gained proficiency as a Corporate Liaison, utilizing my strong background in accounting, finance, and legal, with a Bachelor's degree (B.A.) from California State University. My Administrative Skills further strengthen my ability to contribute to the growth and success of any organization.
1. BACKGROUND:
As per the provisions of The Companies Act 2013 & Secretarial Standards-I issued by ICSI a
company should conduct at least 1 (One) meeting in a quarter i.e. 4 (four) meetings a year
(Except One Person Company). Where the company holds only 1 meeting (just complying with
the mandatory requirement) in a quarter, the items/proposal which may require urgent approval &
implementation would have to wait till nextboard meeting & this may adversely affect profitability.
In some urgent matters, it may not be possible to wait till the next meeting of
Board or its Committee. In such case, it is permissible to pass a resolution by
circulation- Section 175.
The Act requires certain business to be approved only at Meetings of the Board. However, other
business that requires urgent decisions can be approved by means of Resolutions passed by
circulation. Resolutions passed by circulation are deemed to be passed at a duly convened
Meeting of the Board and have equal authority.
LIST OF RESOLUTION CAN’T BE PASSED BY CIRCULATION:
S.
No.
Particular Section Description
1. If power restricted to
general meeting
179(4) Restrictions and conditions that may be
specified in general meeting by
resolution.
2. Matters related to
public deposits
73 Rule 8(7)
and 8(8)
To invite, accept and renew public
deposit and related matters and to
change terms. And conditions of public
deposits
3. Making Calls 179(3)(a) Make calls on shareholders in respect
of money unpaid on their shares.(No
restriction in passing resolution by
video conferencing )
4. Authorizing buy back 68(2)(b)(ii) Authorizing buyback upto 10% of paid
up equity capital and free reserves.
2. 5. Issue securities
or debentures
179(3)(c) Issue securities or debentures whether
outside or in India.
6. Borrow Money 179(3)(d) Borrowing of Money from any person.
7. Invest funds 179(3)(e) Investment of fund anywhere.
8. Granting loans,
security or
guarantees
179(3) To grant, Loan, security or guarantee.
9. Approve financial
statement and board
report.
179(3) Approval of Financial Statement and
Director Report is mandatory in meeting
of Board of Directors.(This
resolution can’t be passed by meeting
though video conference)
10. Diversify business 179(3)(h) No restriction on passing resolution by
video conferencing.
11. Approve merger,
reconstruction.
179(3) This resolution can’t be passed by
video conferencing.
12. Takeovers 179(3) Takeover a company or acquire
controlling or substantial stake in
another company.(Resolution can be
passed through video conferencing.)
13. Political Contribution 182(1) Approve contribution to political party or
for political purpose.
3. 14. Noting disclosure of
interest of directors
184(1) Acceptance of Disclosure of Interest of
Directors.
15. Approval of related
party transaction
188(1) 7 categories TRANSACTION as given
under Section 188.
16. Appointing person as
MD in two companies
203(3) Special notice is to be given to all
directors.
17. Appointment or
removal of KMP and
one level below KMP
203 (Resolution can be passed through
video conferencing.)
18. Appointment of
internal auditor
Rule 8(4) (Resolution can be passed through
video conferencing.)
19. Making investment,
loans or giving
guarantee
186(5) Consent of all directors and approval of
PFI is required.(Resolution can be
passed through video conferencing.)
20. Buy or sell
investment more than
5% even within
overall limit
Rule 8(6) 5% or more investee company.
21. Declaration of
solvency in voluntary
winding up
305(1) Declaration of solvency in case of
members voluntary winding up.
22. Approving quarterly
financial result
Clause 41 Such resolution can be passed by
meeting of committee of BOD.
4. 23. Approving variation
between unaudited
and audited results
In case variation is more than 20%
reasons shall file to stock exchange.
24. Declaration of
dividend
SS-3 Dividend /declaration of interim
dividend should be done at board
meeting.
25. Provisions in
secretarial standards
SS-7 It provides illustrative list on resolutions
should not be passed by circular
resolution.
26. Filling of board
resolutions with ROC
required to be
passed at meeting
only
179(3) All resolutions of Board which are
required to be passed at meeting under
Section 179(3).
Important Provisions relating to Circular Resolution:
No Company can use Circular Resolution to escape the holding of
Minimum Number of Board Meetings.
Resolutions and items of business should not be passed through
circular resolution, where the Act and applicable rules expressly
provide that such items of business should be transacted only at duly
convened Board Meeting.
Circular Resolution can be passed by the Board or Committee
Resolution shall be considered as approval only after acceptance of
Resolution by Majority of Director and resolution passed by circulation
are deemed to be passed at a duly convened Meeting of the Board and
have equal authority.
The draft resolution, together with necessary papers should be sent to
all the directors of Board/ members of committee, even if some of them
are not entitled to vote
It is good practice to give Serial No. to Circular Resolution
5. If at least 1/3rd of Directors required that such resolution must be decided at a Meeting
not by circulation, the Chairperson shall put the resolution to be decided in the Meeting.
PROVISIONS UNDER SECRETARIAL STANDARD:
PROCEDURE:
COMMUNICATION:
A draft resolution circulate to All Directors including Interested Directors in
duplicate, along withnecessary papers, at their address registered with
company in India
Address of Director:
The draft of the Resolution and the necessary papers shall be sent by the
Postal address or
e-mail address registered by the Director with the company or
in the absence of such details or any change thereto
any of the addresses appearing in the Director Identification Number (DIN) registration of the
Director
Necessary Papers:
Each business proposed to be passed by way of Resolution by circulation shall be explained by
a note setting out the:
details of the proposal
relevant material facts that enable the Directors to understand the meaning, scope and
implications of the proposal
the nature of concern or interest, if any, of any Director in the proposal
The note shall also indicate how a Director shall signify assent or dissent to the Resolution
proposed and the date by which the Director shall respond
Ways of Sending of Circular Resolution:
(Only to address in India)By Hand Delivery, By Post, By courier, By Electronic
(Can be at address outside India): Through Electronic Mode: Email, Fax
Time Period for Respond:
Not more than seven days from the date of circulation of the draft of the Resolution shall be given
to the Directors to respond and the last date shall be computed accordingly
6. APPROVAL/ SANCTION:
The resolution should be considered as ‘Sanctioned/ Passed’. When it has been approved by
majority of Board of Directorsor Committee members, who are entitled to vote on the Resolution.
POWER OF DIRECTORS TO DEMAND FOR MEETING:
The directors have power to demand to the chairman for calling of meeting instead of approval of
circular resolution. Such a demand shall be made by 1/3rd of total number of director of the
Company.
Interested Directors shall not be excluded for the purpose of determining the above 1/3rd of the
total number of Directors
DATE OF PASSING OF RESOLUTION:
The Resolution, if passed, shall be deemed to have been passed on the
Last date specified for signifying assent or dissent by the Directors
or
The date on which assent from more than two-third of the Directors has been
received, whichever is earlier, and shall be effective from that date, if no other effective date is
specified in such Resolution.
PROCESS FOR SIGNING BY DIRECTORS:
Directors shall signify their assent or dissent by signing the Resolution to be passed by
circulation or by e-mail or any other electronic means.
Directors shall Append The Date on which they have signed the Resolution.
In case a Director does not append a date, the date of receipt by the company of the signed
Resolution shall be taken as the date of signing.
In case the Director does not respond on or before the last date specified for signifying assent
or dissent, it shall be presumed that the Director has abstained from voting.
If the approval of the majority of Directors entitled to vote is not received by the last date
specified for receipt of such approval, the Resolution shall be considered as not passed
NOTING OF RESOLUTION & VALIDITY:
Resolutions passed by circulation should be noted at the next meeting of the Board or
Committee as the case may be and the minutes should record the text of the resolution
passed, and dissent, if any.
Minutes should also record the fact that an interested director did not vote on the resolution.
7. Passing of resolution by circulation will be treated as if it had been passed at a duly convened
meeting of the Board or Committee but that does not dispense with the requirement for the
Board to meet for the Board Meeting which is to be held at least once in a quarter.
It can be noticed that not much has changed in this regard.
CONDITIONS TO BE FULFILLED FOR PASSING BY CIRCULAR RESOLUTION:
A resolution by circulation is valid and passed, if the following conditions are fulfilled:
v Every such director shall carry a serial number.
v The resolution has been circulated in draft, together with the necessary
papers, if any, to all the directors including interested director.
v It has been duly *sent to their addresses registered with the company in India.
v It has been approved by a majority of the directors or members, who are
entitled to vote on the resolution.
v Proof of sending and delivery of the draft of the Resolution and the necessary
papers shall be maintained by the company
v The note shall also indicate how a Director shall signify assent or dissent to
the Resolution proposed and the date by which the Director shall respond.
v Each Resolution shall be separately explained.
v The decision of the Directors shall be sought for each Resolution separately.
v If any special majority or the affirmative vote of any particular Director or
Directors is specified in the Articles, the Resolution shall be passed only with
the assent of such special majority or such affirmative vote.
8. v An Interested Director shall not be entitled to vote.
v In cases where the interest of a Director is yet to be communicated to the
company, the concerned Director shall disclose his interest before the last
date specified for the response and abstain from voting.
FAQ’s
A. If a Director is not entitled to vote on a resolution, (for exp.
Because of Interested in such resolution). Whether such director
is entitled to receive copy of Draft circular Resolution?
YES
The draft resolution should be sent to all the directors of Board/ members of
committee, even if some of them are not entitled to vote
B. Whether Interested Director will include in counting of 1/3rd or
not?
Yes,
Interested Director will include in counting of /3rd Director for Calling Board
Meeting for passing of resolution.
C. When Resolution by circulation will be considered as Approved?
Acceptance of Resolution by Majority of Director.
D. Whether resolution passed by Circulation required to be Note in
Minutes Book or Not?
The resolution passed by circulation should be take note in the
next Board/ Committee meeting and recorded in the minutes of
such meeting.
E. If any director give dissent on circular resolution. Whether noting
of same is mandatory in Minutes.
YES
The minutes should also record dissent of any director (if any).
F. If a Company passes a resolution by Circular, whether it will fulfill
the condition of one Meeting in a Quarter?
9. NO
Company can’t use Circular Resolution to escape the holding of
Minimum Number of Board Meetings.
G. Whether there are any resolutions which can’t be passed by
Circular Resolution.
Yes,
There are many resolutions which can’t be passed by Circular Resolution. List of
Such resolution given above.
H. Whether a prospectus can be approved in Board meeting through
video conference.
No,
A prospectus can’t be approved in Board Meeting through video conference.
I. Whether delegation of power to Borrow money and invest fund is
permissible.
Delegation of powers to borrow money, invest funds is
permissible but on unanimous resolution by board.
J. What will be the effective date of passing of Resolution?
Resolution shall be deemed to have been passed on the last date specified for
signifyingassent or dissent by the Directors OR
the date on which assent from more than two-third of the Directors has been
received, whichever is earlier shall be effective from that date, if no other effective
date is specified in such Resolution
K. Details required to be mentioned in the Note of Circular
Resolution.
Each business proposed to be passed by way of Resolution by circulation shall
be explained by a note setting out the:- details of the proposal
– relevant material facts that enable the Directors to understand the
meaning, scope and implications of the proposal
– the nature of concern or interest, if any, of any Director in the proposal
10. – The note shall also indicate how a Director shall signify assent or dissent
to the Resolution proposed and the date by which the Director shall respond