The Board of directors of Peeku Ltd. decided to: (i) Have meeting of the Board through video conferencing to consider the approval of the annual financial statements; and (ii) Circulate the draft minutes of the meeting a

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2015
The Board of directors of Peeku Ltd. decided to: (i) Have meeting of the Board through video conferencing to consider the approval of the annual financial statements; and (ii) Circulate the draft minutes of the meeting among all the directors within thirty days of the meeting through e-mail. As a Company Secretary of the company you are asked by the Chairman of the Board to advise whether the Board of directors can do so ?

Answer & Explanation:

Regarding approval of annual financial statements through video conferencing: As per Rule 4 of the Companies (Meeting of Board and its Directors) Rules 2014, the following matters shall not be dealt with in the meeting held through video conferencing or other audio visual means: 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 Board under sub section (1) of Section 134 of the Act; and the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover. In view of the above, the decision of Board of Directors to have the meeting of the Board through video conferencing to consider approval of the annual financial statements is not valid. Regarding circulation of draft minutes: As per Rule 3(12)(a) of the Companies (Meeting of Board and its Directors) Rules 2014, the draft minutes of the meeting was circulated among all the directors within fifteen days of the meeting either in writing or in electronic mode as may be decided by the Board. Accordingly the decision of the Board to circulate the draft minutes of the meeting within thirty days of the meeting is not valid.

Topics: Board Meetings

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