(i) On receipt of the notice and agenda notes from ABC Ltd., Harpreet, Director has requested for participation through video conferencing on the scheduled date of the meeting. As a Company Secretary, what should be your
CS Professional · Advanced Company Law and Practice · PYQS · December 2020
(i) On receipt of the notice and agenda notes from ABC Ltd., Harpreet, Director has requested for participation through video conferencing on the scheduled date of the meeting. As a Company Secretary, what should be your advice to the Chairperson of the Board ? (ii) Also whether the Chairperson can attend the Board Meeting through video conferencing ? Advise the Company in the matter.
Answer & Explanation:
(i) Advice to the Chairperson regarding Director's participation via Video Conferencing: Yes, it is mandatory under Section 173(2) of the Companies Act, 2013 for company to allow participation of directors in a meeting through video conferencing, unless the Companies Act, 2013 or any other law specifically prohibits such participation through Electronic Mode in respect of any item of business. Accordingly, subject to the prior intimation to that effect received from the director sufficiently in advance so that company is able to make suitable arrangements in this behalf, the Chairman shall make arrangements to allow participation of the said Director in the meeting through video conferencing in accordance with the said Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014. However, if the request is received too late so as to allow reasonable time to make the necessary arrangements, the Chairman is not bound to provide the video conferencing facility to the Director. (ii) Advice to the Company regarding Chairperson's participation via Video Conferencing: Yes, it is permitted under Section 173(2) of the Companies Act, 2013 read with Rules made thereunder, for even the Chairman of the meeting to join the meeting through video conferencing. However, in case the Chairman of the Board Meeting is participating through Electronic Mode, he should, while transacting any restricted items of business, vacate the Chair and entrust the conduct of the proceedings in respect of such items to any other Non-interested Director attending the Meeting physically and should not participate in the meeting in respect of such items.
Topics: Board Meetings
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