Chairman of Board Meeting Under Companies Act 2013

Chairman-Board-Meeting-Companies-Act-2013

Chairman of Board Meeting Under Companies Act 2013


A meeting of the Board to be valid must be properly constituted with a proper person in the Chair.

The Chairman of the Board, generally, takes the chair. If there is no Chairman of the Board or he is absent a director is elected as the Chairman of the meeting.

Where there is no regular Chairman, Chairman may be elected at and for each meeting.

In the absence of a provision in the Articles for appointment of the Chairman the director presiding over the meeting does not have the legal status of the Chairman of the company. He is only Chairman of the meeting.

If a poll is demanded on the election of the chairman, it shall be taken forthwith and the chairman elected on a show of hands shall exercise all the powers of the chairman and conduct the poll. [Section 104(2)]

If some other person is elected chairman as a result of the poll, he shall be the chairman for the rest of the meeting. [Section 104(2)]

The Chairman of the Board is, virtually, the authority to regulate the proceedings of the Board. In case of equality of votes, if the articles so empower, the Chairman has a casting vote.

The Chairman signs the minutes of the proceedings. The minutes are conclusive proof of the proceedings that took place. The Chairman can struck off any proceedings from recording in the minutes. His decisions are final and cannot be questioned by the Directors.

With regard to Chairman, the ICSI has laid down the following standards:—

(a)       Every company should have a Chairman who would be the Chairman for Meetings of the Board.
(b)     It would be the duty of the Chairman to see that the Meeting is duly convened and constituted in accordance with the Act or any other applicable guidelines, Rules and Regulations before it proceeds to transact business.
(c)      The Chairman should conduct the proceedings of the Meeting and ensure that only those items at business as have been set out in the Agenda are transacted and generally in the order in which the items appear on the Agenda.
(d)      The Chairman should encourage deliberations and debate and assess the sense of the meeting.
(e)   The Chairman should ensure that the proceedings of the Meeting are correctly recorded and, in doing so, he may include or exclude any matter as he deems fit.
(f)         In the case of a public company, if the Chairman himself is interested in any item of business, he should entrust the conduct of the proceedings in respect of such item to any other disinterested Director and resume the Chair after that item of business has been transacted.
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