1. BOARD MEETINGS

2. BOARD MEETING THROUGH VIDEO CONFERENCING
Chairperson of the meeting and the company secretary, shall take due and reasonable care :
to record proceedings and prepare the minutes of the meeting
to store for safekeeping and marking the tape recording
to ensure that no person other than the concerned director are attending meeting through video conferencing

3. The director intends to participate through video conferencing or other audio visual mean, he shall give prior intimation to the company
The director, who desire, to participate may intimate his intention of participation through the electronic mode at the beginning of the calendar year and such declaration shall be valid for one calendar year
At the commencement of the meeting, a roll call shall be taken by the Chairperson when every director participating through video conferencing shall state, for the record, the following :-

4. Name;
the location from where he is participating
that he has received the agenda and all the relevant material for the meeting
that no one other than the concerned director is attending or having access to the proceedings of the meeting at the location

5. After the roll call, the Chairperson or the Company Secretary shall inform the Board about the names of persons other than the directors who are present for the said meeting
Quorum should be present throughout the meeting
The statutory registers which are required to be placed in the Board meeting as per the provisions of the Act shall be placed at the scheduled venue of the meeting

6. Every participant shall identify himself for the record before speaking on any item of business on the agenda
If a motion is objected to and there is a need to put it to vote, the Chairperson shall call the roll and note the vote of each director who shall identify himself while casting his vote.
At the end of discussion of each agenda item, the Chairperson of the meeting shall announce the summary of the decision taken

7. The minutes shall disclose the particulars of the directors who attended the meeting through video conferencing
The draft minutes of the meeting shall be circulated among all the directors within fifteen days of the meeting

8. Matters not to be dealt with in a meeting through video conferencing
the approval of the annual financial statements;
the approval of the Board’s report;
the approval of the prospectus;
the Audit Committee Meetings for consideration of accounts
the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.

9. Committees of the Board
The Board of directors of every listed companies and the following classes of companies shall constitute an Audit Committee and a Nomination and Remuneration Committee of the Board
all public companies with a paid up capital of ten crore rupees or more;
all public companies having turnover of one hundred crore rupees or more;
all public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more.

10. Vigil mechanism
Every listed company and the companies belonging to the following class shall establish a vigil mechanism for their directors and employees to report their genuine concerns or grievances-
the Companies which accept deposits from the public;
the Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees.

11. Disclosures by a director of his interest
Every director shall disclose his concern or interest in any company or companies or bodies corporate (including shareholding interest), firms or other association of individuals, by giving a notice in writing in Form MBP 1.

13. Loans to Director under section 185
Any loan made by a holding company to its wholly owned subsidiary company or any guarantee given or security provided by a holding company in respect of any loan made to its wholly owned subsidiary company is exempted from the requirements under this section;
Any guarantee given or security provided by a holding company in respect of loan made by any bank or financial institution to its subsidiary company is exempted from the requirements under this section.
But such loan should be utilized by the subsidiary company for its principle business activities.

14. Loan and investment by a company under section 186
Where a loan or guarantee is given or where a security has been provided by a company to its wholly owned subsidiary company or a joint venture company, or acquisition is made by a holding company, by way of subscription, purchase or otherwise of, the securities of its wholly owned subsidiary company, the requirement of sub-section(3) of section shall not apply.

15. Register
Every company giving loan or giving guarantee or providing security or making an acquisition of securities shall, from the date of its incorporation , maintain a register in Form MBP 2
The entries in the register shall be authenticated by the company secretary of the company or by any other person authorized by the Board.

17. Composition of Board - 149 Topic CA 2013 CA 1956 Change/Remarks
Minimum No of Directors
2-Private Co.
3-Public Co.
1-One man Co.
1-One Man Co.
Maximum No. of Directors
15 Directors
12 Directors
Limit of max No. of directors has been increased from to 15
Increase in no. of directors beyond Maximum Limit
Special Resolution required
C.G. Approval required
No need to go C.G. shareholders approval will do
Residential Status
Every Co. to have at least 1 director who has stayed in India for a total period of not less than 182 days in previous calendar year.
No such provision
New Provision

18. Women Director
Companies shall have at least 1 women director:
Every listed company & every public company having paid up share capital(PUSC) of Rs.100cr. or more; or turnover of Rs.300cr. or more
No such Provision
New Provision

19. Small Shareholder Director-151
Only listed companies may appoint 1 Director elected by small shareholders
At present, Public Companies having a paid-up capital of Rs.5Crores or more or having 1000 or more small shareholders
Applicability-Modified

20. Appointment of Directors-152
Person who is proposed as director in a general meeting, shall furnish DIN & declaration that he isn’t disqualified from being appointed as a director
Declaration from Director Every Co. New
Person appointed as director shall not act as a director shall not act as a director unless he gives his consent to hold office as director
Consent to act as Director Every Co. New
Same as before
The only change is non-inclusion of independent director in the total no. of directors, while calculating 2/3 rotational directors.
Retirement through rotation Modified

21. Right of persons other than retiring directors to stand for directorship-160
Also applicable on private companies now.
At present applicable on public and private companies which are subsidiaries of public companies.
Applicability modified
Amount to be deposited along with notice of nomination of any person for the office of director has been increased from Rs.500 to Rs.1Lakh
Deposit Amount Modified
Amount to be refunded, if elected as a director or gets more than 25% of total valid votes cast either on show of hands or on poll on such resolution
At present, the amount is refunded, if the person gets elected as a director
Refund of Deposit Amount Modified

22. Mode of giving Notice to Members Prescribed Modified
7days advance notice through
Either serving individual notices & through electronic mode to those, who have opted for electronic mode and in writing to all other members
Notice of such candidature or intention on the website of Co.
Mode of giving Notice to Members Prescribed Modified
If Co. advertises such notice, not less than 7days before the meeting at least once in a vernacular newspaper in the district in which R.O. is situated & at least once in English newspaper
Exception to Individual Notice to Members same

23. Additional Director(A.D.)-Modified
Appointment of Additional Director, Alternate Director & Nominee Director-Section161-Notified
Person who fails to get appointed as a Director in a general meeting, can’t be appointed by Board as A.D.
Additional Director(A.D.)-Modified
Should not hold any other alternate directorship in the Co.
Alternate Director to an I.D. should also satisfy criteria for I.D.
Alternate Director to vacate office, once the director returns to India.
Alternate Director Modified
Subject to AOA, Board may appoint nominee director , nominated by any institution or under any agreement or by C.G. or State Govt. by virtue of its shareholding in a Govt
Nominee Director

24. Appointment of directors to be voted individually Sec 162-Notified
Section provides – At a general meeting of a Co. a motion for the appointment of 2 or more persons as directors of the Co. by a single resolution shall not be moved unless a proposal to move such a motion has first been agreed to at the meeting without any vote being cast against it No Change
Modified – Now applicable on all companies. Earlier applicable only on public and its private subsidiaries.

25. Disqualification for Appointment of Director-164
A person who hasn’t obtained DIN
Person has been convicted for any offence & sentenced to imprisonment for a period of 7 years or more.
Order disqualifying him for appointment as a director has been passed by a court or Tribunal and the order is in force
Disqualification of Directors-Modified
Non filling of accounts for 3cont. F/Ys or non payment of div/deposit on due date for 1 year.
Such a director can’t be appointed in that Co. or any other Co. for 5 years from such failure
Private Company also included for Sec 274(1)(g)
For 30 days from the date of conviction or order of disqualification
Where an appeal or petition is preferred within 30 days as aforesaid against conviction resulting in sentence or order, until expiry of seven days from the date on which such appeal or petition is disposed off or
Where any further appeal or petition is preferred against order or sentence, within 7 days, until such further appeal or petition is disposed off
Disqualification shall not take effect

26. Number of Directorships-165
Increased from 15 to 20
Maximum Number of Companies for directorship-Modified
10 & private companies which are either holding or subsidiary of a Public Co. will be counted here
Maximum No. of Directorships in Public Co. - New
Members may, by S/R decide lesser no. of companies in which a director of Co. may act as director
Power given to members- New
Private Companies
Alternate Directorships
Unlimited Companies
Sec 25 Co.
Exceptions to Maximum Limit- Dropped

27. Duties of Directors- 166 – New Provision
Shall act acc. To AOA of Co. , but subject to the Act.
Shall act in good faith in order to promote the objects of Co.
Shall act for the benefit of its members as a whole, and in the best interest of Co.
Shall act for the benefit of its employees, shareholders , community & for the protection of environment
Shall exercise his duties with due & reasonable care, skill & diligence & shall exercise independent judgment
Shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of Co.
Shall not assign his office
Shall not achieve or attempt to achieve any undue gain or advantage either to himself or his relatives, partners, or associates.

28. Vacation of Office of Director - 167
If he incurs any of disqualification of a director
If he absents himself from all B.M. held during a period of 12months with or without seeking leave of absence
Condition of Vacation of office - Modified
The promoters & in their absence, Chairman shall appoint the required no . Of directors who shall hold office till directors are appointed by Co. in general meeting
No Director Situation

29. Resignation of Director- 168 New Provision
Notice of Resignation to Board
* Resigning Director may resign from his office by giving a notice in writing to Co. & Board
Duty of Board & Co.
* Board to take note of the same & Co. shall intimate Registrar of company of the same in Form 11.8 within 30 days and also post the same on website.
Disclosure in Directors Report
* Fact of such resignation shall be disclosed in Directors Report, laid in the immediately following General meeting of the Co.
Duty of Director
* Forward a copy of his resignation along with detailed reasons for resignation to ROC within 30 days, from date of resignation in Form 11.7

30. Resignation effective from
*Either the date on which the notice is received by Co. or the date, if any specified by director in the notice, whichever is later
Liability for acts
*director shall be liable even after his resignation for offences which occurred during his tenure
Resignation or vacation by all directors
*Promoters & in their absence, Central govt. shall appoint the required no . Of directors who shall hold office till directors are appointed by Co. in General Meetings

31. Register of Directors and Key managerial Personnel and their shareholding-170
Register of Director & Register of Director’s shareholding has been merged into one
Form of change in KMP , besides director, will also required to be filled, within 30 days of change in Form No. 11.8
Particulars of KMP will also be required to be mentioned in the Register

32. Board Meetings-173 Mode of giving Notice of B.M.
To be held within 30days of incorporation for every Co.
First Board meeting(B.M.)
At least 4 B.M. every year
Minimum No. of Meetings
Should not be more than 120 days
Time Gap Between 2B.M.
Directors can attend the meeting through video conferencing or other visual means
Video Conferencing(V.C.) New
Approval of annual financial statements and Board Report
Specified matters which can’t be done through V.C.
Advance 7 days notice
Time for Notice of B.M.
Can also be given through electronic mode (not specified)
Mode of giving Notice of B.M.
At least 1 independent director should be present, if not, decisions taken by Board, shall be ratified by at least 1 independent director
Shorter Notice of B.M.
At least 1 month in each Half year and gap b/w 2B.M. shall not less than 90 days.
OPC; Dormant Co. & Small Co.

33. Quorum of Board Meetings-174
1/3 of its total strength or 2 directors, whichever is higher
Quorum of B.M.
Will now be included in Quorum
V.C. presence

34. Passing of Resolution by Circulation-175
Drafts of Circular resolution along with necessary papers to all the directors or members of Committee at regd address either by hand delivery, post or courier or electronic means
At present, drafts to be circulated, to all, who are present in India and to others at their usual address
Draft Circular resolution Modified
Requirement of presence of quorum no. of directors/members in India has been dropped
No. of directors to be present in India-Dropped
Will be taken as approval if majority of directors/members who are entitled to vote give consent.
Earlier, either by all directors who are present in India or majority of directors, who are entitled to vote.
Passing of Resolution-Modified

35. Circulation to be decided in B.M.
If 1/3 of total no. of directors require, to decide the reason in a B.M. , then the Chairman shall do so.
Circulation to be decided in B.M.
The Chairman should be noted down in the subsequent Board Meeting or Comm. Minutes
Noting in Minutes

36. Defects in appointment of Directors not to invalidate actions taken Notified –No change- Section 176
No act done of a director shall be deemed to be invalid, notwithstanding that it was subsequently noticed that his appointment was in valid by reason of any defect or disqualification or had terminated by virtue of any provision contained in this Act or in the articles of the company.
Directors action will not be valid, after his appointment has been noticed by the company to be invalid or to have terminated.
Applicable on every Company.

37. Terms of functioning-Modified
Audit Committee (A.C.) - 177
Every listed Co. shall form this Comm &public Co. of turnover of Rs.100Cr or more or whose aggregate outstanding loans or deb exceeds Rs.200Cr.
At present, every public Co. having P.U.C. not less than Rs.5Cr shall form this Comm
Which Co. to form Audit Comm-Modified
Min 3 directors, with majority of I.D. , along with majority to read and understand financial stats
3 directors, of which 2/3 shall be other than M.D. or W.T.D.
Composition of Comm-Modified
Shall act to terms of reference specified by Board – however, new terms have been specified, which shall also be included
Terms of functioning-Modified
Auditors, KMP shall attend Comm. meeting for consideration of auditor Report & will have a right to be heard but not right to vote.
At present, auditors and internal auditor don’t have right to be heard
Right to be heard-Modified

38. Chairman of A.C. to attend AGM-Dropped
No such requirement now
Chairman of A.C. to attend AGM-Dropped
Recommendation on Financial Management matters & Audit report, will no more be binding on Board
Recommendation of A.C. binding -Dropped
Every listed Co. & prescribed companies to set up this mechanism for directors and employees to report genuine concerns.
Vigil Mechanism-New

39. Nomination Remuneration Comm.- New Provision 178
Every listed Co.& Co. which has accepted deposits from public or borrowed money from banks & P.F. is exceeding Rs.50Cr.
Class of Companies to set up nomination & Remuneration Comm.
3 or more non-executive directors, out of which not less than one-half shall be I.D.
Composition of Comm.
Can be a member of Comm. but not a Chairman of such Comm.
Chairperson of Co.
Identify persons who are qualified to become directors & in senior management & recommend to Board their appointment & removal & shall do evaluation of every director’s performance
Role of Comm.

40. Chairperson of Comm. To attend General meetings
Comm. Shall form a criteria of qualifications, positive attributes and independence of a director and recommend Board remuneration policy
Remuneration Policy
Either Chairperson & in his absence, any other member to attend all general meetings of Co.
Chairperson of Comm. To attend General meetings
Senior Management means personnel of Co., who are members of its core management team excluding BODs comprising all members of management one level below the executive directors, including the functional heads
Explanation

41. Stakeholders Relationship Comm. New Provision 178
Co. having more than 1000 shareholders, debentures-holders, deposit-holders & any other security holders at any time during a financial year
Which co. to form this Comm
Chairperson to be non-executive director & other members may be decided by Board.
Composition of Comm
Consider & resolve grievances of security holders of Co.
Role of Comm.
Either Chairperson & in his absence, any other member to attend all general meetings of Co.
Chairperson of Comm. to attend General Meetings

42. Powers of Board 179
New items which have to be taken up in a Board Meeting only are as follows:
To approve financial statement and the Board’s report
To diversify the business of Co.
To approve amalgamation, merger or reconstruction
To take over a company or acquire a controlling or substantial stake in another Co.
Prescribed – To make political contributions
To fill a casual vacancy in Board
To enter into a joint Venture or Technical or financial collaboration agreement
To commence a new business
To shift the location of a plant or factory or the registered office

43. To appoint or remove KMP & senior management personnel one level below KMP
To appoint internal auditors
To adopt common seal
To take note of the disclosure of director’s interest & shareholding
To sell investment held by Co.( other than trade investment), constituting 5% or more of paid up share capital & free reserves of investee Co.
To accept public deposits & related matters
To approve quarterly, half yearly and annual financial statements
Modified-To issue securities , including debentures, whether in or outside India& to grant loans or give guarantee or provide security in respect loans

44. Restriction of Powers of Board Sec 180-Notified
Sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of Co.
To remit or give time for the repayment of any debt due from a director
Contribution to Charitable funds as donation- Shifted to a new section – Sec181
Powers that can be exercised by Board only in a General Meeting
Now also applicable on private Companies
Earlier on public companies and private companies, which were subsidiaries of public companies
Applicability of section-Modified
Instead of ordinary resolution earlier , now we require special resolution
Special Resolution-Modified

45. Undertaking and substantially the whole of undertaking Defined
Earlier the meaning of undertaking and substantially the whole of the undertaking was not clear
Undertaking and substantially the whole of undertaking Defined

46. Prior Members approval
Company to contribute to bona fide and charitable funds, etc Sec-181 Notified
Through ordinary resolution, if the contribution exceeds the foll limit
Prior Members approval
Approval is required if contribution in any financial year exceeds 5% of its average net profits for the 3 immediately preceding financial years.
Limit of Contribution

47. Disclosure of Interest by Director- Sec184
At first B.M. in which he participates as a director
Whenever there is any change in the disclosures already made, then at first B.M. held after such change
While the item is being discussed in B.M. shall disclose at that time and shall not participate in that meeting
When to disclose
With a body corporate in which such director or such director in association with any other director, holds more than two percent, shareholding of that body corporate, or is a promoter, manager , Chief Executive Officer of that body
With a firm or other entity in which, such director is a partner, owner or member
Parties to Contract specified
Requirement of renewal of notice in the last month of F/Y has been dropped
Notice to be given in last month of F/Y

48. Notice to be kept and preserved
Form No.12.1
Form of Disclosure
The notice shall be disclosed at the meeting held immediately after the date of notice
Duty of Director
To be kept at registered office and be preserved for a period of 8 yrs from the end of F/Y to which it relates and shall be kept in the custody of the secretary of Co. or any other person authorized by Board
Notice to be kept and preserved

49. Prohibition on forward dealings in securities of Company by Director or KMP Section 194-Notified
No director of a company or any of its key managerial personnel shall buy in the company, or in its holding, subsidiary or associate company.
A right to call for delivery or a right to make delivery at a specified price and within a specified time, of a specified number of relevant shares or a specified amount of relevant debentures
A right, as he may elect, to call for delivery or to make delivery at a specified price and within a specified time, of a specified number of relevant shares or a specified amount of relevant debentures
Contravention-liable to surrender securities to Co. company & Co. shall not register in his name & if in Dmat form, then inform depository not to record such acquisition
Relevant shares &’’ relevant debentures mean shares & debentures of Co. in which the concerned person is a WTD or other key managerial personnel or shares and debentures of its holding & subsidiary companies