Every company is required to conduct various important type of meetings, viz., Statutory, Annual General Meetings and Board Meetings. There are also other types of meetings such as Extraordinary General Meetings, meetings called by court, etc.

(1) Board Meetings should be held at least once in every three months and 4 times in a year.

(2) Quorum is one-third of board strength or two, whichever is higher.

(a) The one-third directors should be non-interested directors.

(b) In case of lack of quorum, the meeting is to be adjourned automatically to the same day in the next week, at the same time and place, unless that day is a public holiday, in which case, to the next succeeding working day.

(3) A Director shall disclose the nature of his interest in any transaction being considered by the Board.

(4) In case of a public company, interested Director shall not participate in the discussion relating to transaction in which he is interested nor vote thereon, nor his presence be counted for quorum for this purpose.

(a) Unless prohibited by law, resolutions can also be passed by circulation.

(b) However, following resolutions have to be passed only at meetings of the Board (except those in (iv)-(vi) which can be delegated in the manner prescribed):—

(i) Making calls on shares,

(ii) Buy-back of shares by Board if such buy-back is or less than 10% of the total paid-up Equity capital and free reserves of the company,

(iii) To issue debentures,

(iv) To borrow moneys, otherwise than on debentures,

(v) To invest the funds of the company, and

(vi) To make loans

(c) For public companies, the following powers have to be exercised on at general meeting:—

(i) Power to sell, lease or dispose of the whole or substantially the whole of any undertaking of the company.

(ii) Power to remit or give time for repayment of any debt of a director.

(iii) Invest other than in trust securities proceedings of any undertaking compulsorily acquired.

(iv) Borrow moneys where borrowings cumulative exceed the total of paid-up capital and free reserves.

(v) Contribute to charitable and other funds of an amount exceeding Rs. 50,000 or 5% of its average net profits of last 3 years, whichever is higher.