Listing persons present in a board meeting

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Geetha Gupta

Accountant

265 Points Posted on 18 September 2016

Hi All,

We need to list persons attending the board meeting in alphabetical order.

So where do we put the Additional Director appointed u/s 161 in this list when

this person is present in the board meeting where the resolution for the appointment is to be passed?
After the appointment, where would this additional director figure in the list - at the end or in alphabetical order with other directors?

Also, for the number of meetings held and attended w.r.t to the additional director, would the meeting in which resolution for the appointment is done be counted if the proposed person is in attendance ?

Thanks in advance

Regards,

Geetha

Replies (3)

CS MOHIT SALUJA

PRACTICING CS Jalandhar 9914558709

4543 Points Posted on 18 September 2016

Meeting of Board of Directors can be attended only by the Directors and not even any invitee can be called to attend the meeting. So no meeting can be counted for a person who is not yet been appointed. And even a company can not invite the person who is yet to be appointed by the Board. So avoid listing his name in list of presentee to save from further litigations.

Geetha Gupta

Accountant

265 Points Posted on 19 September 2016

Hi Mohit,

I was going through the TCS annual report in this link

https://www.tcs.com/investors/Documents/Annual%20Reports/TCS_Annual_Report_2014-2015.pdf

On pg 94 is the table showing how many meetings were held with respect to each director during the year under review and of them, how many they attended.

I want you to see the last row of this table, where Ms. Aarthi Subramanian** is listed. The explanation to the ** says the the person was appointed as an Additional Director on 12th March, 2015. This is also the date of the board meeting in which the appointment took place, as per the list of board meeting dates in Point (v) below the table.

The enteries in her row in the table show that 1 meeting was held during her tenure in the year under review and that she attended it. This means she, as an appointee, attended the Board meeting where she was appointed and was listed as one of the directors present.

This is contrary to what you are saying. Can you explain this?

Regards,

Geetha