28 October 2015
I have a query:- In a company there are three directors, 1 - Indian Director 2 - Foreign Director
All of the above three directors do not hold any shareholding in the company. The shares are held by foreign entity (company)
Indian Director stay in India and out of 2 foreign directors, one foreign director regularly visits in India. Other one foreign director stays abroad and never visits in India.
My question is how the board meetings would be conducted.
1. Can we have all four board meetings on teleconference.
2. Do we need to have board meetings when one foreign director and one Indian director is present in India.
3. If the other foreign director who do not visit India, should be present in any one of the four meetings, that is held in a year.
4. In AGM, can One Indian director and one foreign director who visit India can hold AGM and whether the share holder foreign company representative to be present in AGM
5. Whether AGM can be held on teleconference, without manually present.
29 October 2015
1. You can not hold board meeting through teleconference. It has to be through any audio visual mode. hence, you can do it via video conference.
2. You can have board meeting anywhere in the world provided atleast two directors are present at the place of board meeting.
3. A director has to be present in atleast one board meeting during a period of 12 months. If he could not, he has to vacate his office. Please refer Section 167.
4. There is no need for directors to be present in AGM compulsorily. Shareholders (being body corporates) can authorise Authorised Representatives via resolution to attend AGM.
5. No..AGM can not be held via teleconferencing. Do one thing, authorise any two person as Authorised Representatives to attend AGM in India. As i said, there is no need for directors to be present in AGM.
Whether foreign directors can be present through video conferencing. I mean two foreign directors are present outside India. One foreign director visits India and 2nd director do not visit India.
So one board meeting outside India where these two foreign directors resides would be ok?? to surpass Section 167 where it requires for every director to be present in one board meeting in 12 months and the conditions would be satisfied of section 167. Although one foreign director never visits India ???
Other 3 (three) board meetings would be held in India, when one foreign director visits India and one Indian director is present in India.
Is it ok if the above is followed with the board meetings.???
Regarding AGM
Can the shareholders appoint any of the directors of the company on their behalf to attend the AGM or it has to be unrelated to the company and related to the shareholders?
30 October 2015
Yes..you can hold all four board meetings in India. In one board meeting, foreign director can be present through Video conference, even though place of meeting would be in India. It is completely valid.
30 October 2015
Means the directors if not coming to India and attending board meetings at a place outside India is ok for section 167 and hence he is not required to vacant his office???
CAclubindia
