Target Ltd convened a meeting of the Board of Directors on 1st September 2018 to approve the financial statements of the Company as on 31st March 2018. The Board has strength of 5 directors and the quorum as per Articles

CS Professional · Advanced Company Law and Practice · PYQS · December 2018
Target Ltd convened a meeting of the Board of Directors on 1st September 2018 to approve the financial statements of the Company as on 31st March 2018. The Board has strength of 5 directors and the quorum as per Articles of Association is 3 directors physically present. While 3 directors participated in the meeting physically, the fourth and the fifth directors participated through video conferencing. Do you see any violation on the part of the Company?

Answer & Explanation:

Rule 4 of the Companies (Meetings of Board and its Powers) Rules 2014 stipulates that approval of annual financial accounts cannot be dealt with in any meeting held through video conferencing or other audiovisual means. However, the board meeting held by Target Ltd on 1st September 2018 is attended by three directors physically present which satisfies the quorum requirement and hence is not a meeting conducted exclusively through video-conferencing or audiovisual means. Hence Target Ltd can transact the business of approval of financial statements of the company at such meeting. Section 173(2) further provides that where there is quorum in a meeting through physical presence of directors, any other director may participate through video conferencing or other audiovisual means in such a meeting. In view of the above, Target Ltd has not violated any rule in the given occasion.

Topics: Board Meetings

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