Procedure for Increase in the Number of Directors Beyond 15 in the Board of Directors

Aakanksha Singhal

Aakanksha Singhal

Published on: Mar 27, 2022

Khushboo Sharma

Updated on: Jun 16, 2023

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6490

Introduction:

Section 2(34): Director means a director appointed to the Board of a company to perform the duties and functions of the said position in accordance with the provisions of the Act. In terms of the provisions of Companies Act, 2013, every company is required to have certain minimum number of directors on its board. Likewise, they are not supposed to appoint directors beyond a certain maximum number as stated under the provisions of Companies Act, 2013 and rules made thereunder which has been provided as under:

Applicable Provisions:

1. Section 14, 108, 118, 149 & 173 of Companies Act, 2013
2. Rule 18, 20 of the Companies (Management and Administration) Rules, 2014
3. Regulation 30, 42, and 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Mandatory Requirements:

1. Passing a special resolution in the general meeting for increasing the maximum number of directors as per Section 149 and
2. Alteration of Articles as per Section 14 of Companies Act, 2013

Procedure:

1. Conduct a Board Meeting [Section 173 and SS-1]:
   Conduct a Board Meeting or pass the following Resolutions by Circulation
   • To fix the day, date, time, and agenda for the General Meeting
   • To approve the draft notice of general meeting along with the explanatory statement
   • To authorize Company Secretary or any other officer to issue a notice of General Meeting to every member or to every person entitled to receive this notice
   • The Companies which provide remote e-voting facilities shall pass the below-mentioned resolutions also
     • To appoint Scrutinizer and an Agency for remote e-voting
     • To decide the Cut-Off date for reckoning the names of members entitled to voting rights
     • To authorize Chairman or any other Director duly authorized by the Board to receive the Scrutinizer’s Register, Report on e-voting, and other relevant documents.
   [Refer to the Procedure for Conducting Board Meeting for more details]
2. Notice of General Meeting [Section 101, Rule 18 of the Companies (Management and Administration) Rules, 2014 and SS-2]:
   • A General Meeting of a Company may be called by giving not less than clear 21 days’ notice either in writing or through electronic mode
   • Notice and accompanying documents may also be given at a shorter period of time if consent in writing is given thereto, by physical or electronic means, by not less than ninety-five per cent of the Members entitled to vote at such Meeting
   • Notice shall be sent by hand or by ordinary post or by speed post or by registered post or by courier or by facsimile or by e-mail or by any other electronic means. But where an e-voting facility is being provided, notice cannot be sent through Ordinary Post
   • Notice in writing of every Meeting shall be given to every Member of the company. Such notice shall also be given to the Directors and Auditors of the company, to the Secretarial Auditor, to Debenture Trustees, if any, and, wherever applicable or so required, to other specified persons
   • A statement setting out the special business to be transacted at a general meeting shall be annexed to the notice
   • Notice shall clearly specify the nature of the Meeting and the business to be transacted thereat. In respect of items of Special Business, each such item shall be in the form of a Resolution and shall be accompanied by an explanatory statement which shall set out all such facts as would enable a Member to understand the meaning, scope, and implications of the item of business and to take a decision thereon. No such business items other than those are specified in the Notice and those specifically permitted under the act shall be taken up at the Meeting. In respect of items of Ordinary Business, Resolutions are not required to be stated in the Notice
   • Where this is not practicable, notice shall be published in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and in an English newspaper in the English language, both having a wide circulation in that district, at least seven days before the meeting, exclusive of the day of publication of the Notice and day of the Meeting. In case of companies having a website, such Notice shall simultaneously be hosted on the website
   • The listed entity shall submit the copy of the advertisement to the Stock Exchange as timeline specified therein from the publication and post the same on the website within 2 working days. [Regulation 30 and 46(3) of SEBI (LODR) Regulations, 2015]
   • Where a record date has been fixed by the listed entity, then it shall give notice in advance of at least 7 working days to the Stock Exchange of the record date. [Regulation 42 of SEBI (LODR) Regulations, 2015]
3. Convene a General Meeting:
   • Check the presence of Quorum for convening the meeting. The quorum shall be present not only at the time of commencement of the Meeting but also while transacting business.
   • The Chairman of the Board shall take the Chair and conduct the Meeting. If the Chairman is not present within fifteen minutes after the time appointed for holding the Meeting, or if he is unwilling to act as Chairman of the Meeting, or if no Director has been so designated, the Directors present at the Meeting shall elect one of themselves to be the Chairman of the Meeting. If no Director is present within fifteen minutes after the time appointed for holding the Meeting, or if no Director is willing to take the Chair, the Members present shall elect, on a show of hands, one of themselves to be the Chairman of the Meeting, unless otherwise provided in the Articles.
   • If any Director is unable to attend the meeting, the Chairman shall explain such absence at the Meeting.
   • Directors who attend General Meetings of the company and the Company Secretary shall be seated with the Chairman.
   • The Chairman shall then conduct the Meeting in a fair and impartial manner and ensure that only such business as has been set out in the Notice is transacted. The Chairman shall regulate the manner in which voting is conducted at the Meeting keeping in view the provisions of the Act.
   • The Chairman shall explain the objective and implications of the Resolutions before they are put to vote at the Meeting and provide a fair opportunity to Members who are entitled to vote to seek clarifications and/or offer comments related to any item of business and address the same, as warranted.
   • Company shall provide the e-voting facility to their Members to exercise their Voting Rights if the company having its equity shares listed on a recognized stock exchange other than companies whose equity shares are listed on SME Exchange or on the Institutional Trading Platform and other companies as prescribed.
   • Pass the Special Resolution for appointment of more than 15 directors in the Board of the company
   • Check that vote of thanks is given to the Chair at the conclusion of the General Meeting.
   [Refer to the Procedure for Conducting General Meeting more details]
4. Submit Disclosure of the Proceedings of Meeting [Regulation 30 and 46(3) of SEBI (LODR) Regulation, 2015]:
   The listed entity shall disclose to the Stock Exchange(s) (where its shares are listed) about the outcome of General meeting held as timeline specified therein from the conclusion of General Meeting and same shall be posted on the website of the company within 2 working days.
5. Announcement of Result of e-voting [Section 108, Rule 20 of the Companies (Management and Administration) Rules, 2014 and Clause 8.6 of SS -2]:
   The Scrutinizer shall submit a report on the total number of votes cast in favor or against the resolution and submit the same to the Chairman of the meeting or any person authorized by him, who shall declare the result. And this result shall be displayed for at least 3 days on the notice board of the Company at its Registered Office, Corporate Office, and Head Office and shall be posted on the website of the Company.
6. Preparation and Signing of Minutes [Section 118 and SS-2]:
   Refer to the Procedure for Preparation, Signing and Compilation of Minutes of General Meeting.
7. File Form MGT-14 with ROC:
   The company shall file a copy of the Special Resolution with the Registrar of Companies (ROC) in form MGT-14 within 30 days of passing of such resolution.
8. Alteration of Articles of Association:
   Please refer to our Procedure for Alteration of Articles of Association for more details.