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All directors physical presence needed for board meetings?

Siri (Director) (73 Points)

22 September 2012

Could some one please let me know if physical presence of all directors is needed for all Board meetings?

One of the directors in our company needs to travel abroad for an year.

Is it a problem for Board meetings or any other compliances with ROC?

Kindly let me know.

Thanks

Siri

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8 Replies

deepali agarwal (Company Secretary) (1289 Points)
Replied 22 September 2012

Physical presence though is needed but the concerned director can give his consent on board meeting and a proper notice need to be sent to him for the meeting......

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Siri (Director) (73 Points)
Replied 22 September 2012

Thanks for the info Deepali.

Our company has 3 directors and 1 of them is travelling for 1 year and another might need to travel for 5 months abroad.

For one board meeting, there would be only 1 director available.

Is that a problem? Should one director fly down to make it to Board meeting?

Could you please clarify.

Thanks

Siri

Charu Srivastava (Company Secretary) (4210 Points)
Replied 22 September 2012

Quorum should be there to make a meeting valid. The directors who fails to attend the meeting must seek leave of absence. If directors absents himself for three consecutive board meeting without leave of absence can be removed from the office of Director under section 284 of the Companies Act, 1956.

Siri (Director) (73 Points)
Replied 22 September 2012

Hi Charu

Quorum constitutes minimum of 2 directors right?

In our case, for one meeting, if both directors needs to travel, only 1 director would be available.

Can we have a video conference instead of a physical meeting in that case?

Or is there any other solution to this?

Thanks

Siri

deepali agarwal (Company Secretary) (1289 Points)
Replied 22 September 2012

Yes u can take the inforamtion from following link.......

https://www.mca.gov.in/Ministry/pdf/Circular_28-2011_20may2011.pdf

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Siri (Director) (73 Points)
Replied 22 September 2012

From the link i see that MCA has approved the electronic mode of participation of directors in Board Meetings.

So, is it fine if Quorum is not present physically for a meeting?

i.e. in our case, 1 director would be physically present and other 2 can attend by electronic mode.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 22 September 2012

Dear Siri ji,

In case the quorum is available, there will be no problem, it is not necessary that the director will attend every meeting of the Company. The leave of absence will be granted to him and he will resume the Board Meeting when he will reach india again.

Tanveer Md Masood (Indispensable) (361 Points)
Replied 23 September 2012

DEAR EXPERTS, PRESENCE OF DIRECTOR IN EVERY BOARD MEETING CAN BE DONE AWAY WITH IF HE APPOINTS A PROXY TO ATTEND THE BM ON HIS BEHALF. PROXY SO APPOINTD WILL NOT ENJOY THE RIGHT TO VOTE OR PUT FOWRD HIS VIEW POINT. HE CAN CERTAINLY BE CONSIDERED FOR THE PURPOSE OF QUORUM. QUORUM FOR BM 1/3 of the members present or 2 whichever is higher. AGAIN , AS SOME ONE SAID, VIDEO CONFERENCING CAN ALSO BE AVAILED SINCE ITS A PART OF GREEN INITIATIVE TAKEN BY MCA. FURTHERMORE, IF THE DIRECTORS FAIL TO APPOINT A PROXY, THEN THEY NEED TO FURNISH PROPER LEAVE OF ABSENCE TO THE BOARD - SEC.283 STATES THAT IF A DIRECTOR ABSENTS HIMSELF FROM ALL THE MEETINGS OF THE BORAD OR FROM THREE CONSECUTIVE BM SINCE THE INCORPORATION OF THE COMPANY, WITHOUT GIVING PROPER LEAVE OF ABSENCE TO THE BOARD- HE CAN BE REMOVED FROM THE OFFICE. REGARDS... TANVEER MD MASOOD CALCUTTA