NEW COMPANIES BILL 2012 BOARD AND GENERAL MEETINGS CHANGES

NEW COMPANIES BILL 2012 BOARD AND GENERAL MEETINGS CHANGES

MEETINGS

Ø  Secretarial Standards with respect to Board and General Meeting framed by the ICSI and approved by the Central Government have been mandated by the Bill

Ø  Postal Ballot- Applicable only to Listed Companies; whereas in the new bill Postal Ballot – Applicable to all Companies whether Listed or Unlisted

Ø  Nomination & Remuneration Committee not a provision under Companies Act, 1956; whereas in the new bill Every Listed Companies and such other class/classes of companies shall constitute Nomination & Remuneration Committee with 3 or more non- executive Directors, of which not less than ½ shall be Independent Directors

Ø  Statutory meeting has been deleted

Ø  Clause 175 of the bill mandates that, not less than one-third of the total number of directors of the company for the time being require that any resolution under circulation must be decided at a meeting, the chairperson shall put the resolution to be decided at a meeting of the Board

BOARD MEETINGS  ( Clause 173  and  174 )

Ø  Every Company shall call its board meeting within 30 days of its incorporation. Whereas in the Companies act 1956 there is no time limit.

Ø  Participation of the directors by video conferencing or by other audio visual means shall also be counted for the purpose of quorum.

Ø  Ever Company to hold a BM atleast once in every 3 months and atleast 4 meetings to be held in a year; whereas in the new bill Every Company to hold a BM within 30 days from date of its incorporation and a minimum of 4 meeting in a year, where not more than 120 days shall intervene between 2 consecutive meetings

Ø  Meeting of the Board shall be called by giving not less than seven days’ notice, in the Companies act 1956 not specified about the length of the notice.

Ø  Every officer of the company whose duty is to give notice under this section and who fails to do so shall be liable to a penalty of Rs. 25,000/-; in Companies Act 1956 it was Rs. 1000/-

Ø  Central Government to prescribe class/classes of Companies where members may exercise their votes via electronic means

Ø  Allowed Now Under clause 173(2), participation of directors at Board Meetings has been permitted through video-conferencing or other audio visual means Central Government may, by notification, specify such matters which shall not be dealt with in a meeting through video conferencing or other audio visual means. No such provision in Companies Act 1956.

Ø  Board report disclosures have been made more comprehensive to include Extract of Annual Return, no of Board Meetings, Transactions with Related Parties, Statement of declaration by Independent Director etc.

ANNUAL GENERAL MEETING (CLAUSE 96 TO 122)

Ø  First meeting to be held within 18 months from incorporation or 9 months from closure of accounts, whichever is earlier; in case of Companies Bill 2012 First meeting to be held within 9 Months from closure of accounts

Ø  Meeting of the AGM shall be called by giving not less than 21 days’ clear notice, which shall be in writing or through electronic form; whereas in the Companies act 1956 not specified about the length of the notice.

Ø  The provisions relating to the time and date of having AGM was during business hours, on a day that is not a public holiday; in the Companies Bill 2012 Every annual general meeting shall be called during business hours, that is, between 9 A.M. and 6 P.M. on any day that is not a National Holiday

Ø  Consent to be given by all members entitled to vote at the AGM; Whereas Consent to be given by not less than 95% of the members entitled to vote at the meeting

Ø  Quorum for general body meetings of public Companies will depend upon the no ofshareholders 

(i)                 five members personally present if the number of members as on the date of meeting is not more than one thousand;

(ii)                fifteen members personally present if the number of members as on the        date of meeting is more than one thousand but up to five thousand;

(iii)              thirty members personally present if the number of members as on the date of the meeting exceeds five thousand;

Ø  Every company shall file with the Registrar a copy of the annual return, within thirty days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within thirty days from the date on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting, with such fees or additional fees as may be prescribed, within the time as specified,.