What do you understand by the term 'secured computer system' in the context of virtual board meetings? Can all matters required to be approved by meeting of Board of Directors be approved by video conferencing?
CS Executive · Company Law · PYQS · December 2020
What do you understand by the term 'secured computer system' in the context of virtual board meetings? Can all matters required to be approved by meeting of Board of Directors be approved by video conferencing?
Answer & Explanation:
According to Secretarial Standard-1, Secured Computer system in the context of virtual Board Meetings means computer hardware, software and procedure that are reasonably secure from unauthorised access and misuse; provide a reasonable level of reliability and correct operation; are reasonably suited to perform the intended functions; and adhere to generally accepted security procedures Section 173(2) of the Companies Act, 2013 read with Rule 4 of Companies (Meetings of Board and its Powers) Rules, 2014, prescribes that the following matters shall not be dealt with in any meeting held through video conferencing or other audio-visual means: The approval of the Annual Financial Statements; The approval of the Board's report; The approval of the Prospectus; The Audit Committee Meetings for consideration of financial statement including consolidated financial statement if any, to be approved by the board under Section 134(1) of the Companies Act, 2013; The approval of the matter relating to amalgamation, merger, demerger acquisition and takeover. However, where there is quorum present in a Board meeting through physical presence of directors, any other director may participate through video conferencing or other audio-visual means. Accordingly, as per the above mentioned provisions, all matters required to be approved by meeting of Board of Directors cannot be approved by video-conferencing.
Topics: Board Meetings
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