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-Mr. C Dwarakanath
Company Secretary in Practice
Section 173
Meetings of Board
Exemption by notifications
Section 173
Meetings of Board
173 (2):
Section 173
Meetings of Board
Whether attending
mandatory.
2.
3.
Board Meeting
in person is
Section 173
Meetings of Board
Continued
4.
participating
required to
5.
6.
Section 173
Meetings of Board
8.
Section 173
Meetings of Board
Section 173
Meetings of Board
173 (3):
Shorter Notice to consider urgent business.
173(4):
Default in giving notice, every officer liable to a
penalty of Rs. 25,000/-
Section 173
Meetings of Board
Section 174
174 (1):
Quorum for meetings of the Board
174 (2):
If the number is reduced below the quorum.
Section 174
Section 174
Explanation:
1. Any fraction of a number shall be rounded off as One
2. Total strength does not include directors whose places
are vacant
Section 175
175 (1):
Conditions for passing resolutions by circulation
1.
2.
3.
4.
Continued
Section 175
Continued.
5. Resolutions circulated have to be approved by a
majority of the Directors
6.
175 (2):
. Whether resolutions passed by circulation should be
taken note by the Board ?
Section 176
176:
Any act done by a person as a Director shall not be
invalid till it is discovered that his appointment is
invalid/defective.
Section 177
Audit Committee
Section 177
Audit Committee
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.
Section 177
Audit Committee
Transitional
period
reconstitution
for
constitution/
Section 177
Audit Committee
2.
3.
Examining
report.
4.
Financial
Statement
and
Auditors
Continued..
Section 177
Audit Committee
6.
Valuation of
Company.
7.
8.
undertakings
and
assets
of
the
Section 177
Audit Committee
Section 177
Audit Committee
Section 177
Audit Committee
177 (9):
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
Section 177
Audit Committee
safeguards
against
Section 178
Nomination and remuneration committee and
Stakeholders Relationship Committee
{New Section}
Constitution:
- 3 or more non-executive directors out of which not
less than half shall be independent directors.
Section 178
{New Section}
Duties/ Powers:
1. Identify persons who are qualified to become
directors
evaluation
of
every
Directors
Continued..
Section 178
Nomination and remuneration committee and
Stakeholders Relationship Committee
{New Section}
Continued..
1. Recommend to the Board a policy relating to the
remuneration for the Directors, KMP and other
employees.
2. Such remuneration policy shall be disclosed in the
Boards report.
Section 178
Nomination and remuneration committee and
Stakeholders Relationship Committee
{New Section}
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
Section 178
Nomination and remuneration committee and
Stakeholders Relationship Committee
{New Section}
178 (6):
Purpose:
- To consider and resolve the
holders of the company.
grievances of stake
178 (7):
Attending General Meeting:
- The Chairperson of each committee / any member
of the committee authorized by him in this behalf
shall attend the general meeting of the Company.
Section 179
Powers of Board
Section 179
Powers of Board
Section 179
Powers of Board
Section 179
Powers of Board
1.
2.
3.
4.
5.
6.
Continued.
Section 179
Powers of Board
Section 179
Powers of Board
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
Section 180
2.
Section 180
4.
Section 180
Section 181
181:
Board may contribute to bona fide charitable and
other funds.
Section 182
Criteria:
A company other than:
Section 182
Limit:
- not exceeding 7.5% of average net profit during the 3
preceding financial years.
Section 182
Section 182
182 :
Points of noting:
- Contribution to any person for political purpose is not
allowed.
- For the purpose of this section, political Party means a
political party registered under Section 29A of the
Representation of the People Act, 1951
Section 183
Section 184
184 (1):
Every Director shall:
Section 184
184 (2):
Disclosure
of
arrangement:
interest/
concern
in
contract/
A firm or
other entity in which such director is a
partner / owner / member.
Section 184
184 (2):
Section 184
184 (3):
Voidable Contracts:
A contracted entered in to by the Company without
disclosure under this section or with participation of
interested director shall be voidable
184 (4):
Contravention and Penalty
Director in default shall be punishable with
imprisonment for a period of 1 year or a fine of Rs.
50,000 to Rs. 1 Lakh or with both.
184 (5): Between two companies-Exempt if 2% or less
of paid-up capital held by Director(s)
Section 185
Section 185
Section 185
Section 186
186 (1):
Section 186
186 (2):
Limit:
A company shall not:
Section 186
Section 186
186 (6):
Following Companies shall not take inter-corporate loan
or deposits exceeding the limit as may be prescribed:
Section 186
Continued
Section 186
Section 186
186 (13):
Section 186
Section 186
Section 187
187:
All investments made or held by a Company in any
property, security or other asset shall be held in its
own name.
Section 187
187:
Contravention and Penalty
- Company: punishable with fine not less than
Rs.25,000/- but may extend to Rs.25 Lakh
- Officer in default: punishable with imprisonment of
6 moths or with fine not less than Rs.25,000/- but
may extend to Rs.1,00,000/- or with both.
Section 188
Section 188
Section 188
a)
Section 188
c)
Section 188
Section 188
Section 189
Register of Contracts or arrangements in
which directors are interested
189:
Every Company shall maintain one or two registers in
Form No. 12.4 and shall enter the particulars of:
Section 189
Register of Contracts or arrangements in
which directors are interested
189:
Registers to be kept open for inspection at the
registered office of the Company.
Section 189
189:
The provisions shall not apply to any contract/
arrangement
Section 190
190:
Every Company shall keep at its registered office;
Section 190
190:
Copy of contract/ memorandum shall be kept open
for inspection by any member without payment of fee
Section 192
{New provision}
192:
A Company shall not enter into any arrangement by
which a Director of the company or of its Holding
Company or any person connected with him can
acquire assets for the consideration other than
cash from the Company & vice versa without the
prior approval of Company in General Meeting.
Section 192
{New provision}
192:
The notice for approval in general meeting under
this section, from both the Companies ( holding
and subsidiary), shall include particulars of the
arrangement along with the value of asset duly
calculated by Registered Valuer.
Section 193
{New provision}
193:
Where One person Company enters in to contract
with the sole member who is also director of the
company, unless the contract is in writing, the terms
of the contracts;
Section 193
{New provision}
193:
Section 194
{New provision}
194:
Prohibition forward dealing in securities of the
company by Director/KMP
Section 195
{New provision}
Thank you