Referring to the provisions of the Companies Act. 2013 read with SS-1 explain, whether the board meeting can be convened at a shorter notice and what are the conditions subject to which such meeting may be held? When sha

CS Executive · Company Law and Practice · PYQS · December 2023
Referring to the provisions of the Companies Act. 2013 read with SS-1 explain, whether the board meeting can be convened at a shorter notice and what are the conditions subject to which such meeting may be held? When shall the decision of the Board taken at the meeting called at a shorter notice come into effect, if the company does not have an independent director? Also, state the venue for the Board meeting, if conducted through video conferencing/ audio-video means where directors participated from the different places/cities.

Answer & Explanation:

Section 173(3) of the Companies Act, 2013 requires that not less than seven days' notice in writing shall be given to the directors for the Board meeting. Notice issued at a shorter period than 7 days shall be called as a shorter notice. As per SS-1 the fact that the meeting is being held at a shorter notice shall be stated in the notice. Therefore, yes the Board Meeting can be convened at a shorter notice. Board meeting, at a shorter notice to transact urgent business shall be held, subject to following conditions: (a) If the company is required to have independent director: Presence of at least one independent director is required. In case of absence of independent director, decision taken at such meeting shall be circulated to all the directors, and shall be final only on ratification thereof by at least one independent director. As per para 1.3.11 of the SS-1, in case the company does not have an Independent Director, the decisions shall be final only on ratification thereof by a majority of the Directors of the company, unless such decisions were approved at the Meeting itself by a majority of Directors of the company. As per Rule 3(6) of the Companies (Meetings of Board and its Powers) Rules, 2014, with respect to every meeting conducted through video conferencing or other audio-visual means authorized under these rules, the scheduled venue of the meeting as set forth in the notice convening the meeting, shall be deemed to be the place of the said meeting and all recordings of the proceedings at the meeting shall be deemed to be made at such place.

Topics: Company Law, Secretarial Standards

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