ABC Ltd., is a Joint Venture between an Indian Company and a Multi-National Company. In present Covid pandemic situation, a Board Meeting through video conference was held on 29th October, 2020 at a shorter notice of 3 d

CS Professional · Governance, Risk Management, Compliances and Ethics · PYQS · June 2021
ABC Ltd., is a Joint Venture between an Indian Company and a Multi-National Company. In present Covid pandemic situation, a Board Meeting through video conference was held on 29th October, 2020 at a shorter notice of 3 days. One of the agenda items was approval of the financial statements for the quarter ended 30th September, 2020. One of the Directors joined late in the Board Meeting and was not present while discussing one agenda item. None of the Independent Directors were present. The Company needs funds and is proposing to issue rights shares. Board recommended increase in authorised share capital as well as approved convening of an EGM through Video Conference on 31st December, 2020. The Board discussed on a business proposal at length in the Board Meeting. When minutes were circulated by the Company Secretary, both the joint venture nominee Directors on the Board of the Company had different views on the discussions made and suggested modifications to the minutes which were not in harmony with the minutes circulated by the Company Secretary. Chairman of the Board of Directors is nominee of Indian Company. He is firm that Chairman's decision is final in finalising the minutes of the meeting. Based on the above facts, answer the following questions: What is the procedure to be followed by the Company Secretary when conducting Board Meeting through Video Conferencing as per SS-1?

Answer & Explanation:

The complete process for conducting of board meetings through video conferencing is prescribed under Section 173 read with Rule 3 of the Companies (Meetings of Board and its Powers) Rules), 2014 and Secretarial Standard 1. Process to be followed by Company Secretary when conducting the Board Meeting through Video Conference is as below: The notice of the meeting shall inform the directors regarding the option available to them to participate through video conferencing mode. The notice shall also contain all the necessary information to enable the directors to participate through video conferencing mode, like contact number or email address of the chairman or any other person authorised by the board, to whom the director shall confirm in this regard. The notice shall also seek advance confirmation from the directors as to whether they will participate through electronic mode in the meeting. Director who intends to participate through video conferencing shall give prior intimation to chairman of the company well in advance so that the company can make necessary arrangements in this behalf. At the commencement of the meeting, a roll call shall be taken by the chairperson when every director participating through video conferencing or other audio visual means shall state, for the record, the following namely: Name The location from where he is participating, That he has received the agenda and all the relevant material for the meeting like draft resolution, notes to agenda etc, and That no one other than the concerned director is attending or having access to the proceedings of the meeting at the location. After the roll call, the chairperson shall confirm that the required quorum is complete. Every participant shall identify himself for the record before speaking on any item of business on the agenda. If statement of a director in the meeting through video conferencing or other audio-visual means is interrupted or garbled, the chairperson shall request for a repeat or reiteration by the director. The minutes of the meeting shall disclose the particulars of the directors who attended the meeting through video conferencing or other audio-visual means and the location from where and the agenda items in which he participated.

Topics: Board Meetings

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