Guidance Note on Authority to Call Board Meeting

     

Authority to call a Board Meeting

Any Director of a company may, at any time, summon a Meeting of the Board, and the Company Secretary or where there is no Company Secretary, any person authorised by the Board in this behalf, on the requisition of a Director, shall convene a Meeting of the Board, in consultation with the Chairman or in his absence, the Managing Director or in his absence, the Whole-time Director, where there is any, unless otherwise provided in the Articles.

Any Director, including an Independent Director, of the company may, at any time, summon a Meeting of the Board unless otherwise provided in the Articles.

As a best practice and a measure of good governance, in case any Director wishes to summon a Meeting for any purpose, he 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

 to the Company Secretary or in his absence, to any other person authorised by the Board in this regard.

Once a requisition to convene a Meeting is received by the Chairman or in his absence, by the Managing Director or in his absence, by the Whole-time Director, such person may either proceed to convene the Meeting himself or direct the Company Secretary or in his absence, any other person authorised by the Board. The Company Secretary or in his absence, any other person authorised by the Board should then proceed to convene the Meeting.

Once a requisition to convene a Meeting is received by the Company Secretary or any other person authorised by the Board in this behalf, he should forthwith place this requisition for the approval of the Chairman or in his absence, the Managing Director or in his absence, the Whole-time Director, where there is one. Upon receipt of approval from the Chairman or the Managing Director or the Whole-time Director, as the case may be, the Company Secretary or any other person authorised by the Board in this behalf should convene the Meeting.

Where the company has neither a Chairman nor a Managing Director nor a Whole-time Director, the Company Secretary or the person authorised by the Board in this regard should proceed to convene the Meeting as requisitioned by the Director.

Course of action upon refusal by the Chairman/Managing Director/Whole-time Director to convene the Meeting as requisitioned

Upon consultation by the Company Secretary, if the Chairman/Managing Director/Whole-time Director, as the case may be, refuses to convene the Meeting as requisitioned, the Articles of the company would prevail and the Company Secretary should act accordingly.

In case the Articles are silent, the Company Secretary cannot convene a Meeting requisitioned by the Director; and he should communicate the same to the Director concerned.

Clause 67(ii) of Articles of Association as provided in Table F

“A Director may, and the Manager or Secretary on the requisition of a Director shall, at any time, summon a Meeting of the Board.”

Authority of the Company Secretary to summon a Meeting

The Company Secretary cannot summon a Meeting on his own, unless authorised by the Board of Directors or the Articles to do so.

Related Post :

Procedure For Conducting Board Meetings as Per SS-1

Length of Notice of Board Meetings Under Companies Act 2013

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