On receipt of the notice and agenda notes from MNO Ltd., Kamal, Director has requested for participation through video conferencing on the scheduled date of the meeting. As a Company Secretary, what should be your advice

CS Executive · Company Law · PYQS · June 2024
On receipt of the notice and agenda notes from MNO Ltd., Kamal, Director has requested for participation through video conferencing on the scheduled date of the meeting. As a Company Secretary, what should be your advice to the Chairperson of the Board? Also, can the Chairperson attend the Board meeting through video conferencing ? Advise the Company in the matter.

Answer & Explanation:

Yes. It is mandatory under section 173(2) of the Companies Act, 2013 for the company to allow the participation of directors in a meeting through video conferencing, unless the Companies Act, 2013 or any other law specifically prohibits such participation through electronic mode in respect of any item of business. Accordingly, subject to the prior intimation to that effect received from the director sufficiently in advance so that the company is able to make suitable arrangements on this behalf, the Chairman shall make arrangements to allow the participation of the said Director in the meeting through video conferencing in accordance with the said Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014. However, if the request is received too late so as not to allow reasonable time to make the necessary arrangements, then the Chairman is not bound to provide the video conferencing facility to the Director. Yes. It is permitted under Section 173(2) of the Companies Act, 2013 read with Rules made thereunder, for even the Chairman of the meeting to join the meeting through video conferencing. Guidance Note on Secretarial Standards - 1 issued by the ICSI mentions that, in case the Chairman of the Board Meeting is participating through electronic mode, he should, while transacting any interested items of business in which he is interested, vacate the Chair and entrust the conduct of the proceedings in respect of such items to any other non-interested director attending the meeting and should not participate in the meeting in respect of such items.

Topics: Board Meetings

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