Violation of provisions of Articles of Association

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This query is : Resolved

Kalpesh (Querist)

30 December 2008 Kindly answer my following two querries:
1) Articles of Association of XYZ Pvt. Ltd. contains provision to hold one Board Meeting every month. If for any month, Company fails to hold a Board Meeting, then what would be the legal consequenses?
2) What is the legal penalty to the Company, if it violets the provision of its Articles of Association?

CA. B.SRINIVASULU

CA. B.SRINIVASULU (Expert)

26 January 2009 The company has to conduct one board meeting as per articles. However if you could not conduct the same then we have to refer to the act. Companies act says that 4 meeting should be held in a year. ie One in every quarter. When you are holding the meeting bring a subject that last month meeting was not held as per articles and record the reasons for the same. Then there is no penalty for not conducting the meeting. If meeting is not conducted regulary or unable to conduct as per existing articles, then alter the articles of association in line with companies act which will solve your problem.

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