Dear Member,
Roll Call is a process of calling out a list of names to establish who is present.
Nothing is prescribed under the Companies Act 2013 that mandates such process in a physical meeting.
However in case of Electronic meeting, the (Meetings of Board and its Powers)Rules, 2014 and Secretarial Standards mandates such process and below is the relevent provision for the same.
4.1.3 Every Director, Company Secretary who is in attendance and every Invitee who attends a Meeting of the Board or Committee thereof shall sign the attendance register at that Meeting. In case of Directors participating through Electronic Mode, the Chairman shall confirm the attendance of such Directors. For this purpose, at the commencement of the Meeting, the Chairman shall take a roll call. The Chairman or Company Secretary shall request the Director participating through Electronic Mode to state his full name and location from where he is participating and shall record the same in the Minutes.
Hello Ma'am,
Companies Act, 2013 do not define the term "roll call"
Roll call basically refers to taking into consideration the attendance of a person in a meeting through video conferencing or other audio-visual means.
as per section 173 read with rule 3(4) of Companies(Meetings of Board and its power) rules 2014,
the Chairperson of the meeting shall take roll call at the commencement of the meeting, when every director is participating through video conferencing or other audio visual means shall state, for the record, the following namely:-
(a) name;
(b) the location from where he is participating;
(c) that he has received the agenda and all the relevant material for the
meeting; and
(d) that no one other than the concerned director is attending or having
access to the proceedings of the meeting at the location mentioned in
clause (b);
Sub-rule 5 provides that after the roll call, the Chairperson or the Company
Secretary shall inform the Board about the names of persons other than
the Directors who are present for the said meeting at the request or with
the permission of the Chairperson and confirm that the required quorum is
complete.
hope it helps,
Thank you.
Thnaks Guys for all your Inputs.
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Have you taken the necessary steps to establish the director's account on the MCA (Ministry of Corporate Affairs) website as a Business User? Follow these steps to ensure a smooth process:
Step 1:Start by registering your Director as an authorized representative of the company within the Business User section of the MCA V3 portal.
Step 2:Next, proceed to register the Digital Signature Certificate (DSC) of the authorized representative under the 'associate DSC' category within FO (Front Office) services.
Step 3:To update the email address and mobile number associated with the Director's DIN (Director Identification Number), file Form DIR3KYC.
Step 4:In the Profile Update section, add the user role as "Director" and provide the relevant DIN. This will prompt the system to send OTPs (One-Time Passwords) to the email address and mobile number updated during Step 3.
By diligently following these steps, you can address your concern effectively. We are optimistic that this sequence of actions will lead to a resolution of your issue.
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Click here to view / answer Share it onAs per sub-section (1) of section 101 of Companies Act, 2013, a company can call a general meeting by giving notice of twenty one clear working days notice either in writing or through electronic mode. Refer to Notification No. GSR 464(E) dated 5-6-2015 (Exemption to Private Company), in case of private companies, Section 101 shall apply unless otherwise specified in respective sections or the articles of association of the company provide otherwise. so private limited company can hold a general meeting by giving notice of less than 21 days if the articles of the private company so provides ?
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I have seen , Many company are showing their website on letter head but not doing the compliances related disclosures on website which is mandatory such as :
Website address on all its official publications like business letter heads, billheads, and notices and other documents etc.
-The notice of “Change of objects for which money is raised through prospectus” under Rule 32 shall be published on the website;
-Details of Annual Return; (Important to note generally applicable on Companies )
-Details of Vigil Mechanism;
-CSR and Company’s policy on director’s appointment and remuneration;
-Terms and Conditions of the Independent Director;
-Closure of register of members or debenture holders;
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-Notice of Voting through electronic means;
-Notice of Postal Ballot;
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-Striking Off of the name of the company details; (Important to note generally applicable on Companies )
-Unpaid Dividend Details;
-Invitation of Deposits;
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As per Section 450 of the Companies Act of 2013, the penalty for non-compliance by the company or any officer of the company who defaults to any of the Act’s provisions will be Rs 10,000.
For continuing contravention, it will be a further fine of Rs 1,000 for every day of default. This will apply to the default of non-disclosure, a company must take care of publishing all relevant information on the website.
Can anyone suggest if any company having website but not active or able to control like no full time IT Professional for assisting website, then in that case also its applicable ?
Dear Madam,
Greetings!
As per the Companies(Meetings of Board and its Powers)Rules, 2014
At the commencement of the meeting, a roll call shall be taken by the Chairperson when every director participating through video conferencing or other audio visual means shall state, for the record, the following namely:-
(a) name;
(b) the location from where he is participating;
(c) that he has received the agenda and all the relevant material for the meeting; and
(d) that no one other than the concerned director is attending or having access to the proceedings of the meeting
It is also mentioned in the secretarial standard:
In case of Directors participating through Electronic Mode, the Chairman shall confirm the attendance of such Directors. For this purpose, at the commencement of the Meeting, the Chairman shall take a roll call
Hope it helps.