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board meeting

Jyoti Aggarwal (COMPANY SECRETARY) (336 Points)

26 November 2009

hello friends,

In our company only two director is there.

one is foreign director and one is indian.

now the question is how to cnduct board meeting as one in foreign or another in India.

can we do the board meeting by video confrencing?

is it valid as no one director can cme to another place

pls suggest me........

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8 Replies

Gargi Ranade (CS) (619 Points)
Replied 26 November 2009

Dear Jyoti!

Until now Companies Act does not recognise vedio conferrening as a valid meeting ,only information technology act held it valid. However , New Companies bill have provision for the same.

For time being you can appoint any other person as additional director by following proper procedure for the same to hold valid meeting.

Jyoti Aggarwal (COMPANY SECRETARY) (336 Points)
Replied 26 November 2009

Thanks Mr. Garge

Do u have any other option except appointment of additional director as we dont want to appoint any one as he has to hold office till next AGM.

J. Manivannan (Advocate & IP) (242 Points)
Replied 26 November 2009

As per section 287, quorum of the Board meeting shall be 1/3rd of the Board’s total strength or 2 directors, whichever is higher. In your case only two directors, so two directors must be present at every board meeting. Even though you can’t pass the resolution through circulation u/s.289 because the number of directors in India to whom the draft is circulated must not be less than the quorum for Board Meeting (You have only one director in India). Still, the companies Act not recognized the board meeting conducts through video conference. If a foreign director not visits often to India, he may appoint an alternate director on behalf of him to attend the board meeting, etc……and it will constitute the valid quorum.

Jyoti Aggarwal (COMPANY SECRETARY) (336 Points)
Replied 26 November 2009

but to appoint alternate or additional director there is need to hold board meeting as well.

so how this Board meeting should held?

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 26 November 2009

Originally posted by :Jyoti
"	Thanks Mr. Garge Do u have any other option except appointment of additional director as we dont want to appoint any one as he has to hold office till next AGM.	"

Agree with Gargi. Appoint one additional director---file form-32---now hold your board meeting and pass necessary resolutions---Later on remove the same director u/s 284 by passing OR in the GM---file form-32 for removal. I know this is not a permanent solution. Also refer regulation 73 (2) of Table A or your own Articles. You may appoint him from back date. Regards

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sivaram (Asst Mgr-Taxation) (6918 Points)
Replied 27 November 2009

thanks Ankur Ji for your valuable inputs again and again .How sharp you are in companies Act

Jyoti Aggarwal (COMPANY SECRETARY) (336 Points)
Replied 27 November 2009

Thanks to all.

Gopal (CEO) (89 Points)
Replied 07 December 2009

A limited company has not conducted AGM for the last 6 years. Now the company wants to hold AGM in one day. And then file the Annual accounts and returns with the MCA. Is it necessary to seek delay condonation from the central Govt and if so in what form and by what method?

This is uregent can any one brief this subject immediately.

Gopal