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    Case Study

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    Rupesh Singh
    The document discusses a case study regarding a challenge to the validity of a board meeting notice for Executive Limited. 1) Mr. Sumit was authorized to call the meeting as an officer of the Corporate Secretarial Department. 2) Though the notice was not on company letterhead, it met other requirements like specifying company details. 3) The notice was served as per statutory requirements of at least 7 days notice by email and registered post, with no need to add days since electronic means were used. 4) The notice was not required to inform of video conferencing facilities since there was no advance communication from the director regarding intent to participate virtually.

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    Case Study

    Uploaded by

    Rupesh Singh
    18 views3 pages
    The document discusses a case study regarding a challenge to the validity of a board meeting notice for Executive Limited. 1) Mr. Sumit was authorized to call the meeting as an officer of the Corporate Secretarial Department. 2) Though the notice was not on company letterhead, it met other requirements like specifying company details. 3) The notice was served as per statutory requirements of at least 7 days notice by email and registered post, with no need to add days since electronic means were used. 4) The notice was not required to inform of video conferencing facilities since there was no advance communication from the director regarding intent to participate virtually.

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    The document discusses a case study regarding a challenge to the validity of a board meeting notice for Executive Limited. 1) Mr. Sumit was authorized to call the meeting as an officer of the Corporate Secretarial Department. 2) Though the notice was not on company letterhead, it met other requirements like specifying company details. 3) The notice was served as per statutory requirements of at least 7 days notice by email and registered post, with no need to add days since electronic means were used. 4) The notice was not required to inform of video conferencing facilities since there was no advance communication from the director regarding intent to participate virtually.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    18 views3 pages

    Case Study

    Uploaded by

    Rupesh Singh
    The document discusses a case study regarding a challenge to the validity of a board meeting notice for Executive Limited. 1) Mr. Sumit was authorized to call the meeting as an officer of the Corporate Secretarial Department. 2) Though the notice was not on company letterhead, it met other requirements like specifying company details. 3) The notice was served as per statutory requirements of at least 7 days notice by email and registered post, with no need to add days since electronic means were used. 4) The notice was not required to inform of video conferencing facilities since there was no advance communication from the director regarding intent to participate virtually.

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    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 3

    Fairfield Institute of Management and Technology

    Subject Name: - Business Law

    Subject Code: - 201

    SubmittedTo: - SubmittedBy: -LAKSHIT SHARMA


    EnrolmentNo.:02951401721 Course:- BBA(G)
    Semester/Section:- 3rd / C
    Case study on company’s Act ,2013

    ABOUTTHECASE
    Mr. Sumit, an officer of the Corporate Secretarial Department of the Executive
    Limited has called the meeting of the members of the board of the director on 25th
    April, 2019, and served the notice on 17th April, 2019 on email as well as
    through Registered post, later on Mr. Ashok, one of the directors of the company
    has challenged the validity of the meeting on the following grounds.
    (a) Mr. Sumit was not authorised person to call the meeting. (b) The Notice was
    not sent on the letter head of the company. (c) The Notice is not served as per the
    statutory requirements. (d) The notice does not to inform about the facility of the
    video conferencing being provided by the company.

    LEGAL FACTS.
    Every board meeting shall be held by giving at least seven days notice 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.
    b) In order to transact urgent business, board meeting can be called by giving shorter notice
    subject to the condition that at least one independent director should be present at the meeting.

    c) In the absence of independent directors from such meeting of the Board, decisions taken at
    the meeting shall be circulated to all the directors and shall be final only on ratification thereof by
    atleast one independent director, if any.
    Manner of Participation :As per sub-section (2) of section 173 of the Companies Act 2013, it
    says that "the participation of directors in a meeting of the board may be either in person or
    through video conferencing or other audiovisual means, as may be prescribed, which are
    capable of recording and recognizing the participation of the directors and recording and storing
    the proceedings of such meetings along with date and time:
    Provided that the Central Government may, by notification, specify such matters which shall not
    be dealt with in a meeting through video conferencing or other audiovisual means."

    PROCEEDING OF THE SUBJECT MATTER


    i) Mr. Sumit was authorised person to call the meeting.
    As a best practice and a measure of good governance, the Director desirous of summoning a Meeting
    for any purpose should send his requisition in writing to convene such Meeting, along with the agenda
    proposed by him for discussion at the Meeting, either to – the Chairman or in his absence, to the
    Managing Director or in his absence, to the Whole-time Director, or the Company Secretary or in his
    absence, to any other person authorised by the Board in this regard.
    "any person authorised by the Board", whether an officer of the company or any person other than the
    officer of the company, should be clearly identifiable.
    It is advised to check whether Mr. Sumit fits under the criteria of the any person authorised by the
    board.
    ii) The Notice was not sent on the letter head of the company.
    As per the secretarial standard on the meeting of the Board of Director (SS-1) and guidance note
    issued Theron, The Notice should preferably be sent on the letter-head of the company. Where it
    is not sent on the letter-head or where it is sent by e-mail or any other electronic means, there
    should be specified, whether as a header or footer, the name of the company and complete
    address of its registered office together with all its particulars such as Corporate Identity Number
    (CIN) as required under Section 12 of the Act, date of Notice, authority and name and designation
    of the person who is issuing the Notice, and preferably the phone number of the Company
    Secretary or any other designated officer of the company who could be contacted by the Directors
    for any clarifications or arrangements.
    iii) The Notice is not served as per the statutory requirements.
    In case the company sends the Notice by speed post or by registered post, an additional two days
    shall be added for the service of Notice. Addition of two days in case the company sends the
    Notice by speed post or by registered post is in line with Rule 35(6) of the Companies
    (Incorporation) Rules, 2014 which provides that in case of delivery of Notice of a Meeting by post,
    the service shall be deemed to have been effected at the expiration of forty eight hours after the
    letter containing the same is posted. However, the requirement of adding two days is applicable
    only if the Notice is sent to any of the Directors solely by speed post or by registered post and not
    by facsimile or by e-mail or any other electronic means.
    In case the Notice is sent by facsimile or by e-mail or by any other electronic means to the
    Directors,andit is additionally sent by speed post or by registered post to all or any of the Directors,
    whether pursuant to their request or otherwise, the additional two days need not be added.

    iv) The notice does not inform about the facility of video conferencing being provided by the
    company.The Director who desires to participate through Electronic Mode may intimate his
    intention of such participation at the beginning of the Calendar Year and such declaration shall
    be valid for one Calendar Year [Clause 3(e) read with Clause 3(d) of Rule 3 of the Companies
    (Meetings of Board and its Powers) Rules, 2014].
    The Notice shall also contain the contact number or e-mail address (es) of the Chairman or the
    Company Secretary or any other person authorised by the Board, to whom the Director shall confirm
    in this regard. In the absence of an advance communication or confirmation from the Director as
    above, it shall be assumed that he will attend the Meeting physically.

    ThankYou

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