ABC Pvt. Ltd. is a Company having 175 shareholders and eight directors on its Board. The said Company has voluntarily proposed to adopt "Green initiative in Corporate Governance" that allows paperless compliance by compa
CS Professional · Governance, Risk Management, Compliances and Ethics · PYQS · December 2022
ABC Pvt. Ltd. is a Company having 175 shareholders and eight directors on its Board. The said Company has voluntarily proposed to adopt "Green initiative in Corporate Governance" that allows paperless compliance by companies for legal validity of compliances under the Companies Act, 2013 through electronic mode. A Board Meeting was convened on July 14, 2022 to discuss amongst other subjects, inter alia, to consider and take on record the following businesses of the agenda: To adopt 'Green Initiative' in corporate governance especially for disseminating communication and annual reports to the shareholders. To approve the unaudited financial statements of the company for the first quarter ended 30-06-2022. To enter into certain contracts with a Company whereby one of the director is interested. In the said Board Meeting, two directors attended the meeting physically, one interested director attended through video conferencing after disclosing his interest and the rest six directors expressed their inability to attend the meeting and hence sought leave of absence. In the light of the above inputs, answer the following under the provisions of the Companies Act, 2013: Maintenance of attendance register of Board Meetings and meetings of Committee, wherein directors could attend the meeting either physically or through electronic mode ?
Answer & Explanation:
Every company shall maintain attendance register for the Meetings of the Board and Meetings of the Committee. The attendance register shall contain the following particulars: serial number and date of the Meeting; in case of a Committee Meeting name of the Committee; place of the Meeting; time of the Meeting; names and signatures of the Directors, the Company Secretary and also of persons attending the Meeting by invitation and their mode of presence, if participating through Electronic Mode. The attendance register shall be deemed to have been signed by the Directors participating through Electronic Mode, if their attendance is recorded in the attendance register and authenticated by the Company Secretary or where there is no Company Secretary, by the Chairman or by any other Director present at the Meeting, if so authorised by the Chairman and the fact of such participation is also recorded in the Minutes. The attendance register shall be maintained at the Registered Office of the company or such other place as may be approved by the Board. The attendance register is open for inspection by the Directors. Even after a person ceases to be a Director, he shall be entitled to inspect the attendance register of the Meetings held during the period of his Directorship. The attendance register shall be preserved for a period of at least eight financial years from the date of last entry made therein and may be destroyed thereafter with the approval of the Board. The attendance register shall be in the custody of the Company Secretary. Leave of absence shall be granted to a Director only when a request for such leave has been communicated to the Company Secretary or to the Chairman or to any other person authorised by the Board to issue Notice of the Meeting.
Topics: Companies Act, 2013
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