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chairman

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who is chairman in pvt company and wht its power as compared to directors ???

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 24 December 2009

CHAIRMAN

Appointment

Where the Articles so provides, the Chairman of the Board should take the chair and conduct the meeting.

However if there is no Chairman or if he is not present within fifteen minutes after the time appointed for holding the meeting, or if he is unable to act as Chairman of the meeting, the directors present should elect one of themselves to be the Chairman of the meeting. If the directors are unable to do so or if no Director is willing to take the chair, the members present shall elect one of themselves to be the Chairman of the meeting.

In the absence of any express provision contained in the Articles, the members personally present at the meeting shall elect one of themselves to be the Chairman of the meeting.

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 24 December 2009

Power and Duties

The Chairman should ensure that the meeting is duly constituted in accordance with the Act and the Articles or any other applicable laws, before it proceeds to transact business. The Chairman should then conduct the meeting in a fair and impartial manner and ensure that only such business as has been set out in the Notice is transacted.

The Chairman should explain the object and implications of each Resolution before the Resolution is put to vote.

The Chairman should provide a fair opportunity to members who are entitled to vote to raise questions and/or offer comments and ensure that these are answered.

The Chairman should not propose any Resolution in which he is deemed to be concerned or interested nor should he participate in the discussion or vote on any such Resolution.

If the Chairman is interested in any item of business, he should entrust the conduct of the proceedings in respect of such item to the Vice-Chairman, if there is one, or to any dis-interested Director or to a Member and resume the Chair after that item of business has been transacted. A person who so takes the Chair can exercise his casting vote in the event that a vote on such item of business results in a tie.

CASTING VOTE

If the Articles so provide, the Chairman shall have a casting vote.

CONDUCT OF POLL

When a poll is demanded on any Resolution, the Chairman should get the validity of the demand verified and should order the poll forthwith if it is demanded on the question of appointment of the Chairman or adjournment of the meeting and, in any other case, within forty-eight hours of the demand for poll.

In the case of a poll which is not taken forthwith, the Chairman should announce at the meeting the date, venue and time of taking the poll to enable members to have adequate and convenient opportunity to exercise their vote. The chairman should also announce that any member who so desires may be present at the time of counting of votes.

ADJOURNMENT OF MEETINGS

A duly convened meeting should not be adjourned arbitrarily by the Chairman. The Chairman may adjourn a meeting with the consent of the members and shall adjourn a meeting if so decided by the members.

Meetings may be adjourned for want of requisite Quorum. The Chairman may adjourn a meeting in the event of disorder or other like causes, where it becomes impossible to conduct the meeting and complete its business.

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