Chirag
(Professional)
(1979 Points)
Replied 28 April 2022
See ,
What the act says , With 95% Of members' entitled to attend an vote ', So you are right in 95% of members who have right to vote on resolutions , { In the case of EGM 95% of Voting power and not no strength ,it's a basic difference}
Board Meeting Time is 7 days - and you can also call it at shorter notice ( Subject to compliance of AOA ,Act and SS -1), here as per SS1 resolution can be passed if it's approved by majority of directors or Ratification by at least one I/D ( which is not the case here ) , Eg.company has 5 director ,4 ( Majority is present ) and then all agree on resolution then it's passed and CTC can be given , however if 3 are agree then draft resolution to be circulated to remaining absent 1 director and post his positive consent , resolution can be carried ...you should also take approval from majority of directors in each FY to circulate Note on agenda of UPSI nature at shorter notice ...
you can use any mode of sending notice for urgent business
once board meeting is conclude and keeping in mind the majority of promoter director ,CTC of resolution , Minutes can be kept handy and copied of minutes can be circulated to all directors present ( assuming all are present either physically or virtually ) ,and get consent and sign and date the minutes ...
Pvt company has to provide proxy u/s105 but it's exempted on condition of AOA ,else all 5 members give consent,so you have to check that what article says ? else 48 hrs time to be given for lodgment of proxy even close family members ,otherwise there is an exemption from certain conditons of general meeting to Pvt cos if articles says otherwise ,so you can generally send notice once the board meeting conclude on same day at shorter notice to members ...
so, it's practically possible ...if conditions satisfied ....
disclaimer.-. views expressed are personal view...
CAclubindia
