Explanations to the Directors

At the Meeting.
(I) To obtain signatures of the Directors present in the Directors’ Attendance Book.
(2) To help the Chairman by ascertaining whether quorum is present or not as per Articles.
(3) To read the notice of the meeting if required or if requested by the Chairman.
(4) To read the Minutes of the last Board meeting if requested by the Chairman and to obtain the signature of the Chairman to the minutes when it is
. approved by the meeting.
(5) To assist the Chairman in conducting the meeting including taking of votes.
(6) To supply necessary information and explanations to the Directors when required.
(7) to take notes of the proceedings in the agenda paper including exact terms of the resolutions passed.
After the meeting.
(I) To prepare the minutes from his own and Chairman’s agenda notes and enter the same in the Minutes Book within 30 days of the meeting.
(2) To circulate the minutes amongst the Directors.
(3) In case of a Board meeting held to approve the draft profit and loss account and balance sheet, appropriation suggested by the Board, etc., to allow inspection of the draft by the Auditors.
(4) Where some agreement has been approved, to arrange for the sealing of the agreement with the Common Seal, after entering the same in the Seal Book.
(5) To carry out the instructions issued to him by the Board meeting and to carry out the statutory duties specifically imposed on him.
(6) To start collecting and preparing materials for the next
Board meeting.
(a) Disinterested Quorum
As per Section 287 of the Companies Act, the Quorum of a Board meeting shall be 1/3rd of the total strength of the Board or two Directors, whichever is higher. In computing the total strength, the nun;tber of Directors whose places are vacant at the time as well as interested Directors shall be excluded. If at any time the number of interested Directors exceeds or is equal to 2/3rd of the total strength, then the remaining disinterested directors (not being less than two) shall be the quorum.
(b) Committee of Directors.
Directors must, as a general rule, act at Board meetings. The maxim ‘Delegatus non-protest delegare’, that is, a delegatee cannot further delegate, applies to Directors, the Directors being agents enjoying delegated authority of the company. However, the rule is not inflexible. Delegation as per the provisions of the Articles will be proper and valid. A delegation may be made by the Board of any of its powers to a committee consisting of its own members if it is authorised by Articles or the Act.
Section 292 specifically empowers the Board to delegate the following powers to
a committee of Directors, etc.:
(a) to borrow moneys otherwise than on debentures;
(b) to invest the funds of the company; and
© to make loans.