XYZ Limited has 9 directors on its Board. Registered office of the company is situated in Mumbai. 4 directors of the company reside outside Mumbai. The company held 7 board meetings during the financial year 2018-19. In

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2020
XYZ Limited has 9 directors on its Board. Registered office of the company is situated in Mumbai. 4 directors of the company reside outside Mumbai. The company held 7 board meetings during the financial year 2018-19. In all the meetings video conferencing facility was provided. Prepare check list for verifying the compliances relating to video conferencing in relation to Notice, Quorum and the Matters not allowed through video conferencing.

Answer & Explanation:

Checklist for verifying the compliances relating to video conferencing in relation to Notice, Quorum and matters not allowed through video conferencing Notice If the company provides audio-visual facility, check that the notice of the meeting informs the directors regarding the option available to them to participate through video conferencing mode or other audio visual means. Provide necessary information to enable the directors to participate through video conferencing mode or other audio visual means. The video conferencing is recorded and kept under safe custody. Quorum The quorum for a meeting of the Board of Directors of a company was present i.e. one third of its total strength or two directors, whichever is higher. The participation of the directors by video conferencing or by audio visual means was also counted for the purpose of quorum. Provided that where there is quorum in a meeting through physical presence of directors, any other director may participate conferencing through video or other audio visual means. Matters not allowed through video conferencing The following matters are not allowed through video conferencing or other audio visual means in board meeting: 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 sub-section (1) of section 134 of Companies Act, 2013. The approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover. However, if physical quorum is present then company can take above matters also through video conferencing and allow other directors to participate in meeting.

Topics: Board Meetings

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