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Matters that are prohibited in a board meeting conducted through video conferencing and Matters that are prohibited to pass through circular resolutions. 

1. Extract of Section 173(2) of Companies Act, 2013, which deals in the matters not to be dealt with in a meeting through Video Conferencing or other Audio Visual Means. (For the under mentioned matters we'll need actual meeting of the Board, physically only, through VC/AC is not allowed)

The following matters shall not be dealt with in any meeting held through video conferencing or other audio visual means.-

a. the approval of the annual financial statements; (here quarterly/half yearly unaudited is excluded, optionally on the Management to take call.)

b. the approval of the Board's report;

c. the approval of the prospectus;

d. the Audit Committee Meetings for consideration of financial statement including consolidated financial statement if any, to be approved by the board under sub-section (1) of section 134 of the Act; and (here quarterly/half yearly unaudited is excluded, optionally on the Management to take call)

e. the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.

2.  Extract of Section 179(3) of Companies Act, 2013 which deals in the matters which not to be pass through a resolution passed by circulation. (For the under mentioned matters we'll need actual meeting of the Board either physically of through VC/AC)

The Board of Directors of a company shall exercise the following powers on behalf of the company by means of resolutions passed at meetings of the Board, namely:

  • to make calls on shareholders in respect of money unpaid on their shares;
  • to authorize buy-back of securities under section 68;
  • to issue securities, including debentures, whether in or outside India;
  • to borrow monies;
  • to invest the funds of the company;
  • to grant loans or give guarantee or provide security in respect of loans;
  • to approve financial statement and the Board's report; {this is also prohibited under 173(2), Board Can't approve Annual Financial Statements and Board Report's by conducting a meeting of the Board or Audit Committee through VC/AC}
  • to diversify the business of the company;
  • to approve amalgamation, merger or reconstruction; {this is also prohibited under 173(2), Board Can't approve Amalgamation, Merger or Reconstruction conducting a meeting of the Board or Committee through VC/AC}
  • to take over a company or acquire a controlling or substantial stake in another company;
  • any other matter which may be prescribed

Disclaimer: The information is provided purely for informational and educational purpose only and based on my understanding / knowledge. This does not constitute any legal advice or legal opinions. Therefore I cannot take any responsibility for the result or consequences of any attempt to use or adopt any of the information presented in this article.


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Category Corporate Law, Other Articles by - CS Binit Thakur 



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