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: How is proceeding of the Meeting is recorded by the Company Secretary in the Board Meeting? Discuss on recording and finalisation of minutes in light of the provisions of applicable SS-1.

Answer & Explanation:

As per Clause 7 of SS- 1, the Company Secretary shall record the proceedings of the Meetings. Where there is no Company Secretary, any other person duly authorised by the Board or by the Chairman in this behalf shall record the proceedings. The Chairman shall ensure that the proceedings of the Meeting are correctly recorded. The Chairman has absolute discretion to exclude from the Minutes, matters which in his opinion are or could reasonably be regarded as defamatory of any person, irrelevant or immaterial to the proceedings or which are detrimental to the interests of the company. Minutes need not be an exact transcript of the proceedings at the Meeting. In case any Director requires his views or opinion on a particular item to be recorded verbatim in the Minutes, the decision of the Chairman whether or not to do so shall be final. In case of meetings held through electronic mode, all the recordings of the proceedings of the Meeting, shall be deemed to be made at the venue of the meeting as mentioned in the Notice. The proceedings of Meetings held through video conferencing or other audio visual means shall be recorded through any electronic recording mechanism and the details of the venue, date and time shall be mentioned. Finalisation of Minutes: Within 15 days from the date of the conclusion of the Meeting, the draft Minutes thereof shall be circulated to all the members of the Board, as on the date of the Meeting, for their comments. The Directors, whether present at the Meeting or not, shall communicate their comments, if any, in writing on the draft Minutes within 7 days from the date of circulation thereof, so that the Minutes are finalised and entered in the Minutes Book within the specified time limit of 30 days. Minutes shall be entered in the Minutes Book within 30 days from the date of conclusion of the Meeting.

Topics: Board Meetings

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