Query Regarding Leave of Absence.

This query is : Resolved

Guest

Guest (Querist)

29 July 2010 Dear Experts,

Query Regarding Leave of Absence.

ABC Private Limited was incorporated with 2 First Directors.

Later, the company appointed two Additional Directors, who are foreign nationals.

Query

1. How the company will have its Board Meeting without the presence of NRI Directors ? The 2 First Directors are always available with the company.

Ans : ..................

2. Can the company accept the request from those two NRI directors and grant Leave of Absence ?

Ans : ..................

3. If the request from those two NRI directors is accepted, then for how many meetings, the company shall accept the request and grant leave of absence or there is any limitation like one year or ....... number of meetings ?

Ans : ..................

Experts, I may request to share the real experiences on the situation mentioned above.

Thanks in advance for all concerned.

Jagruti (CS)

Jagruti (CS) (Expert)
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30 July 2010 Hi, Below are ans to ur query

1. How the company will have its Board Meeting without the presence of NRI Directors ? The 2 First Directors are always available with the company.

Ans : For Board Meeting quorum can be 1/3 director or two director Minimum. Hence no need of NRI director to be present.
But if Article provide for the different quorum than u have option of showing them present via Video Conference.

2. Can the company accept the request from those two NRI directors and grant Leave of Absence ?

Ans : Yes, Company can accept. Just at every Meeting note down there leave of Absence.

3. If the request from those two NRI directors is accepted, then for how many meetings, the company shall accept the request and grant leave of absence or there is any limitation like one year or ....... number of meetings ?

Ans : In Companies Act there is no limitation for granting the leave of absence. As per Companies Act minimum one meeting of Board should be held every quarter. So these 4 meeting director in a year should be held by showing directors as personally present and you can show NRI as leave of absence. For other meetings, you can show them present via video conference, if required.

Guest

Guest (Querist)

30 July 2010 Dear Friend,

Thank you for your immediate response.

I may still request you to see the following, which was the cause for posting my query on the subject :

Copy and Paste the link -

https://www.mca.gov.in/Ministry/reportonexpertcommitte/chapter4.html

Vacation of office by the Directors

20. Failure to attend Board Meetings for a continuous period of one year should be made a ground for vacation of office by the concerned director regardless of leave of absence being given by the Board for the meetings held during the year.

Friend, please conclude the matter after seeing the above.

I shall wait for your final views. Thank you in advance.

D.KARTHIKEYAN.

Jagruti (CS)

Jagruti (CS) (Expert)
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31 July 2010 CAn you provide reference. As per Sec 283 i.e. Vacation of Office of Director this is not the criteri for Vacation of office of director.

But if your Article includes such a Clause than yes you need to comply the same.

For this you can show them present via Video COnference for few Meeting in a year.

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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01 August 2010 1. Unless the articles otherwise provides, the two directors can convene board meeting if leave of absence is granted to additional directors.
2. Yes.
3. No limitation.

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